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Notice

NOTICE IS HEREBY GIVEN THAT THE NINTH ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED (THE COMPANY) WILL BE HELD
ON TUESDAY, JULY 19, 2016, AT 5.30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 7 TH
FLOOR, CNERGY, APPASAHEB MARATHE MARG, PRABHADEVI, MUMBAI 400025 TO TRANSACT THE
FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial statements of the Company consisting of the Balance
Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended
on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents
together with the reports of the Board of Directors and the Auditors thereon.

2. To ratify the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai (Registration No.
105146W), as the Statutory Auditors of the Company to hold office from the conclusion of the Ninth Annual
General Meeting until the conclusion of the Tenth Annual General Meeting and to authorise the Board of
Directors to fix their remuneration.

SPECIAL BUSINESS

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions of Sections 23, 42, 71 and any other applicable provisions of
the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
the Companies (Share Capital and Debentures) Rules, 2014, (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and pursuant to the applicable provisions of the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to
time, and the regulations, circulars and clarifications issued by the Reserve Bank of India and the Securities
and Exchange Board of India, from time to time to the extent applicable to the Company, approval of the
Members be and is hereby accorded to the Board of Directors of the Company (the Board, which term shall
be deemed to include any Committee thereof) to offer, issue and allot secured/unsecured, listed/unlisted,
redeemable Non-convertible Debentures, in one or more series/tranches aggregating up to `1,000 Crore
(Rupees One Thousand Crore only), on private placement basis, on such terms and conditions as the Board
may, from time to time, determine in the best interests of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters
and things and take all such steps as may be necessary, proper or expedient to give full effect to the above
resolution and matters connected therewith or incidental thereto.

By Order of the Board

Nikhil Bhandary
Date: May 10, 2016 Company Secretary
Registered Office:
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400 025
CIN: U67190MH2007PTC174287
Tel: +91 22 6630 3030 Fax: +91 22 6630 3223
Website: www.jmfinancialarc.com
Email: nikhil.bhandary@jmfl.com

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |1


NOTES:

A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO
ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY IN ORDER TO BE VALID MUST BE
DULY FILLED IN ALL RESPECTS AND SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE AGM.

1. The relevant Statement to be annexed to the Notice pursuant to Section 102 of the Companies Act, 2013, is
annexed and forms part of the Notice.

2. A person can act as proxy on behalf of Members holding in aggregate not more than ten percent of the total
issued and paid up share capital of the Company. A Member holding more than ten percent of the total share
capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any
other person or Member.

3. Bodies Corporate, who are Members of the Company, are requested to send a certified copy of the board
resolution authorising their representatives to attend and vote at the AGM.

4. Members/Proxies/Authorised Representatives are requested to bring the attendance slips duly filled in for
attending the AGM. Members who hold shares in dematerialised form are requested to write their client ID and
DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the
attendance slip for attending the AGM.

5. During the period beginning 24 hours before the time fixed for the commencement of AGM and ending with the
conclusion of the AGM, a Member would be entitled to inspect the proxies lodged at any time during the
business hours of the Company.

6. Any document in connection with any of the items to be transacted in the Notice are open for inspection at the
registered office of the Company on any working day (Monday to Friday) between 2.00 p.m. and 4:00 p.m. up
to the date of the AGM and at the venue of the AGM.

7. Members are requested to register their email IDs with their respective depository participant and/or the
Company in case the same is still not registered. Members are also requested to notify any change in their
email ID or address to their respective depository participant and/or the Company.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |2


Annexure to Notice
STATEMENT TO BE ANNEXED TO NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 3
Pursuant to Section 42 of the Companies Act, 2013 (the Act) read with Rule 14(2)(a) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014, a company shall not make a private placement of its securities unless the
proposed offer of securities or invitation to subscribe securities has been previously approved by the members of a
company by special resolution. In case of any offer or invitation to subscribe for Non-convertible Debentures
(NCDs), it shall be sufficient if such company passes a special resolution only once in a year for all such offers or
invitations during the year.

The Company had, at its last annual general meeting, obtained the approval of Members for raising of funds of up
to `1000 Crore (Rupees One Thousand Crore only) by way of issue of NCDs, in one or more tranches. As at March
31, 2016, the Company had outstanding NCDs aggregating `250 Crore issued on private placement basis.
Keeping in mind the further requirement of funds and the requirement of passing an enabling special resolution
once in a year in accordance with the Act, it is now proposed to seek an enabling approval of the Members to issue
NCDs aggregating up to `1,000 Crore by passing the Special Resolution set out at item no. 3 of the Notice. This
resolution will enable the Board of Directors to raise monies through the issue of NCDs from time to time, on such
terms and conditions as may be determined by it.

The amount proposed to be raised through the issue of NCDs may be used, inter alia, for acquisition of new
financial assets, refinancing existing borrowings, augmenting the working capital requirements and for general
corporate purposes.

Accordingly, the consent of the Members is sought for passing the Special Resolution as set out at item no. 3 of the
Notice. The Board commends passing of the Special Resolution set out at item no. 3 of the Notice.

None of the Directors/Key Managerial Personnel of the Company or their relatives are concerned or interested,
financially or otherwise in the resolution set out at item no. 3 of the Notice.

By Order of the Board

Nikhil Bhandary
Date: May 10, 2016 Company Secretary
Registered Office:
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400 025
CIN: U67190MH2007PTC174287
Tel: +91 22 6630 3030 Fax: +91 22 6630 3223
Website: www.jmfinancialarc.com
Email: nikhil.bhandary@jmfl.com

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |3


Directors Report

To,
The Members,
JM Financial Asset Reconstruction Company Private Limited

The Directors have pleasure in presenting their Ninth Annual Report on the business and operations of the
Company, together with the annual audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS
(` in Crore)

Particulars 2015-16 2014-15


Revenue from operations and other income 319.03 214.35
Expenses 160.64 154.28
Profit before tax 158.39 60.07
Tax Expenses
Current Tax 57.14 23.27
Deferred tax (7.06) 0.60
Excess provision for tax in respect of earlier years (0.05) -
Profit after tax 108.36 36.20
Surplus carried forward 264.93 156.57

OVERVIEW OF THE COMPANYS FINANCIAL PERFORMANCE

Gross Income
Total gross income earned by the Company during the year under review was ` 319.03 Crore as against ` 214.35
Crore earned in the previous financial year 2014-15.

Profit before tax


Profit before tax posted by the Company was ` 158.39 Crore as against ` 60.07 Crore recorded in the previous
year.

Profit after tax


Profit after tax was ` 108.36 Crore as against ` 36.20 Crore recorded in the previous year.

Finance Cost
Finance Cost decreased to ` 97.08 Crore as against ` 113.31 Crore in the previous year.

DIVIDEND
The Board is of the view that it is prudent to conserve the reserves for the Companys future capital requirement
and hence has not recommended any dividend for the year ended March 31, 2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SHARE CAPITAL
The paid up equity share capital of the Company as on March 31, 2016 stood at ` 241.25 Crore divided into
24,12,50,000 equity shares of ` 10/- each fully paid up.
The authorised share capital of the Company is ` 450 Crore divided into 30,00,00,000 equity shares of ` 10/- each
and 15,00,00,000 preference shares of ` 10/- each.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |5


During the year, there has been no change in the authorised share capital or the paid up share capital of the
Company.

DEPOSITS
The Company has not accepted any deposits from the public during the year under review.

CREDIT RATING
Crisil Limited and ICRA Limited have assigned the following credit ratings to the borrowing programmes of the
Company:

Means of Borrowings Rating Agency Rating


assigned
Commercial Papers ICRA Limited ICRA A1+
CRISIL Limited Crisil A1+
Non-Convertible Debentures ICRA Limited ICRA A+
CRISIL Limited Crisil A+
Bank Lines ICRA Limited ICRA A+
CRISIL Limited Crisil A+

ECONOMIC SCENARIO AND OUTLOOK


The operations of the banking sector in the recent years exhibited several weak spots. Despite this, when
compared with the global banking trends in profitability, asset quality and capital positions, the Indian banking
sector did not appear to be an exceptional under-performer.
As decline in asset quality has been a key area of concern for the banking sector, several regulatory measures to
de-stress banks balance sheets have been taken in the recent years. The regulatory steps are expected to
address many of the short-term concerns afflicting the sector, while paving way for medium to long-term reforms in
this sector. These steps are aimed at instituting a mechanism for rectification, restructuring and recovery of
stressed assets following the release of basic framework for Revitalising Distressed Assets in the Economy by the
Reserve Bank of India (the RBI) in January 2014.
The RBI has mandated creation of a database of loans over ` 50 million (the Central Repository of Information on
Large Credits database), and has advised banks and NBFCs to report regularly on the status of such loans. Early
identification of distressed projects offers the best opportunity to put them back on track. So if a loan is identified as
more than 60 days overdue, all lenders to the borrower have to come together in a Joint Lending Forum (JLF) to
see how the underlying problems can be fixed. Furthermore, by bringing the creditors under one forum, RBI has
made it easier for the promoters and the creditors to reach a consensus on actions. A lot of work has gone in the
asset quality review by RBI to ensure that banks are taking proactive steps to clean up their balance sheets.
With a view to enhance banks capabilities to initiate change in ownership for accounts which fail to achieve the
projected viability milestones under a restructuring package, RBI introduced a Strategic Debt Restructuring (SDR)
Scheme in June 2015. Under SDR scheme, secured creditors of a JLF can convert their loan dues into equity
shares at a fair price as per the pricing formula prescribed by the RBI, which has been exempted from the SEBIs
ICDR (Issue of Capital and Disclosure Requirements) Regulations, 2009. Lenders under JLF should collectively
become majority shareholders post conversion. SDR will not be treated as restructuring for the purpose of asset
classification and provisioning. JLF can appoint a suitable professional management to run the affairs of a company
and should divest its holdings at the earliest. Not only will such SDR Scheme give creditors some upside, in return
for reducing the projects debt, it can also give them the control needed to redeploy the asset with a more effective
promoter.
Creation of the institutions necessary for resolution such as the new Bankruptcy Code and the Company Law
Tribunals are welcoming steps for resolving financial distress in the economy. The Union Budget 2015-16 had
identified bankruptcy law reforms as a key priority and proposed a comprehensive Bankruptcy Code in lines with
global standards to provide for necessary judicial process and cover. Accordingly, Insolvency and Bankruptcy
Code, 2016 was approved in the Lok Sabha on May 5, 2016 and was presented to the Rajya Sabha for approval.
The Code is expected to bring about legal certainty, speed in resolution of distressed assets and also improve the
ease of doing business.

ASSET RECONSTRUCTION INDUSTRY SCENARIO AND OUTLOOK


The gross NPA ratio of scheduled commercial banks has increased from 4.6% to 5.1% between March and
September 2015. Stressed advances defined as gross NPAs plus restructured standard advances increased to

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |6


11.3% from 11.1% during the same period. The stressed advances of public sector banks were at 14.1% and
private sector banks at 4.6%. Post the asset quality review by the RBI, all banks responded to RBIs call to
accelerate recognition of stressed assets in the quarter ended December, 2015 leading to a huge increase in the
NPAs.
The RBI and the Government of India are making robust efforts to revitalise Asset Reconstruction Companies
(ARCs) so that they can play a greater role in resolving distress. Both the Government and RBI were engaged
actively with major ARCs during the financial year 2015-16 to discuss the challenges with regards to the
management of stressed assets in the banks books and the implementation of various measures taken by RBI.
Also, in the Union Budget 2016-17, the Honble Finance Minister has addressed the long standing issues of the
ARCs. As per the Union Budget 2016-17, sponsor of an ARC can hold up to 100% shareholding in the ARC and
non-institutional investors will also be permitted to invest in Security Receipts. In addition, the Budget also
permitted 100% Foreign Direct Investment (FDI) in ARCs through automatic route and Foreign Portfolio Investors
(FPIs) to invest up to 100% of each tranche in SRs as against the earlier cap of 74%. These measures will open up
avenues for ARCs and facilitate them to strengthen their capital base and shall enable them to effectively
participate in the huge NPA market in India. The Budget also provides clarity on taxation in the hands of trusts set
up by ARCs and confers a pass-through status to the trusts. The Government is also in the process of amending
the SARFAESI Act, 2002 after taking in to account the suggestions made by the ARCs.

OVERVIEW OF BUSINESS PERFORMANCE OF THE COMPANY

Acquisition activities
During the financial year 2015-16, the Company was successful in closing 29 transactions with outstanding dues of
around ` 5647 Crore. A summary of the debts acquired during the year as compared to the previous financial year
is given below: (` in Crore)

Details of Financial Assets acquired by the Company 2015-16 2014-15


Dues acquired 5,647 5,936
Investment by the Company 353 972
Issue of Security Receipts to other investors 1,679 4,055
Total acquisition cost 2,032 5,027
Total outstanding dues acquired
23,633 17,986
(cumulative as on March 31)
Total gross acquisition cost
11,026 8,995
(cumulative as on March 31)

Resolution and Recovery activities


The Company had steady resolution of assets throughout the year. The summary of resolution of assets is given
below: (` in Crore)

Details of Financial Assets resolved by the Company 2015-16 2014-15


Redemption of Security Receipts 609 276
Recovery 974 515

Assets under management


The synopsis of the category of the assets under the management of the Company is given below:
(` in Crore)

Comparison of assets under management As on As on


March 31, 2016 March 31, 2015
Single Assets 5,832 5,035
Corporate Portfolio 3,913 3,274
Retail Portfolio 75 89
Total 9,820 8,398

Security Receipts issued and outstanding


The summary of Security Receipts issued and outstanding as on March 31, 2016 as compared to March 31, 2015
is given hereunder:

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |7


(` in Crore)

SRs issued, redeemed and outstanding As on As on


March 31, 2016 March 31, 2015
Security Receipts issued during the year 2,032 5,027
Security Receipts redeemed during the year 609 276
Security Receipts outstanding as at the end of the year 9,820 8,398

Out of the total Security Receipts issued by the Company of ` 11,026 Crore as on March 31, 2016, Security
Receipts worth ` 2,130 Crore have been subscribed by the Company which includes ` 649 Crore subscribed by the
Company as a sole investor to the Security Receipt schemes and ` 1,481 Crore has been subscribed by the
Company in schemes involving other investors.

BUSINESS OUTLOOK
Considering the level of NPAs in the economy, the Company is confident of benefitting from opportunities in the
forthcoming year, and is looking forward to garner a larger share in the market. The Company will continue to work
diligently in acquiring financial assets as well as resolution by working closely with the distressed borrowers in
providing them support and guidance to restructure their business affairs.

RISK & CONCERNS


Being in the asset reconstruction and securitisation business, the Company has inherent risks. In order to ensure
that the impact of risks is minimal, the Company puts utmost importance on scanning the external macroeconomic
environment, market conditions and governmental policies regularly. The Company has adequate risk identification,
risk management and mitigation processes in place. The Company has built robust systems and processes to take
care of risks associated with its business.
A Risk Management Committee has been constituted to review the risks and the mitigation process in a timely
manner. A dedicated Risk Management team is in place to review and report risks in an efficient manner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL


The composition of the Board of the Company is in accordance with the provisions of the SARFAESI Act, 2002 and
the Companies Act, 2013 (the Act).
During the year, Mr. S H Khan, one of the non-sponsor director ceased to be a Director of the Company upon his
sudden demise on January 12, 2016. Consequently, Mr. Khan ceased to be a member of the Audit Committee and
Nomination & Remuneration Committee of the Board. The Board places on record its deep sense of appreciation
for the valuable contribution made by Mr. Khan during his tenure as a Director of the Company.
As on March 31, 2016, the Board of Directors of the Company comprised of 9 (nine) directors out of which 2 (two)
were executive directors associated with a sponsor shareholder; 2 (two) non-executive directors associated with
another sponsor shareholder and 5 (five) directors were non-executive directors, not associated with any of the
sponsor shareholders.
The Key Managerial Personnel (KMP) in the Company as per Sections 2(51) and 203 of the Act are as follows:

Name of the KMP Designation


Mr. V P Shetty Executive Chairman
Managing Director & Chief
Mr. Anil Bhatia
Executive Officer
Mr. Sabyasachi Ray Chief Financial Officer
Mr. Nikhil Bhandary Company Secretary

Mr. V P Shetty was appointed as the Executive Chairman (Whole-Time Director) of the Company for a period of 5
(five) years with effect from April 1, 2015.

BOARD MEETINGS
During the financial year 2015-16, 4 (four) Board meetings were held on May 27, 2015, July 20, 2015, October 26,
2015 and January 18, 2016.
The attendance at the Board meetings during the year is set out below:

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |8


Name of the Director Position held on the Board No. of Board meetings
attended during the financial
year 2015-16
Mr. V P Shetty Executive Chairman 4
(Sponsor Director)
Mr. Anil Bhatia Managing Director and CEO 4
(Sponsor Director)
Mr. Narotam Sekhsaria Non-Executive Director 3
(Sponsor Director)
Mr. Pulkit Sekhsaria Non-Executive Director 2
(Sponsor Director)
Mr. Hoshang N Sinor Non-Executive Director 3
(Non-Sponsor Director)
Mr. G M Ramamurthy Non-Executive Director 4
(Non-Sponsor Director)
Mr. S H Khan* Non-Executive Director 2
(Non-Sponsor Director)
Mr. Shailesh Haribhakti Non-Executive Director 3
(Non-Sponsor Director)
Dr. Anil Khandelwal Non-Executive Director 4
(Non-Sponsor Director)
Ms. Rupa Vora Non-Executive Director 4
(Non-Sponsor Director)
*ceased to be a director with effect from January 12, 2016

POLICIES ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION


The policies of the Company on Directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of
Section 178 of the Act, are appended as Annexure I to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS


The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit
Committee, Nomination & Remuneration Committee (NRC), Corporate Social Responsibility (CSR) Committee and
Issue & Allotment Committee. The Board also carried out the evaluation of all the individual directors. Additionally,
the NRC also carried out the evaluation of the performance of all the individual directors of the Company. The
performance evaluation was carried out by way of obtaining feedback from the Directors through a structured
questionnaire prepared separately for individual directors, for the Board as a whole and its various committees.
The structured questionnaire prepared to evaluate the performance of individual directors contained inter alia,
parameters such as professional conduct, roles and functions, discharge of duties, and their contribution to
Board/Committee/Senior Management. The questionnaire prepared for evaluation of the Board and its committees,
inter alia, covered various aspects such as structure and composition, effectiveness of Board process, information
and functioning of the Board and its committees, establishment and determination of responsibilities of committees,
the quality of relationship between the Board and the Management, etc.
The feedback received from the Directors in the above forms were reviewed by the Chairman of the Board and the
Chairman of the NRC and then discussed at the meetings of the Board and NRC.

BOARD AND OTHER COMMITTEES


The Board committees and other committees of senior officials of the Company are guided by their respective
terms of reference. The Board of Directors of the Company has constituted the following committees:

Audit Committee
The Audit Committee comprises 4 (four) directors viz., Mr. Shailesh Haribhakti, Mr. V P Shetty, Mr. G M
Ramamurthy and Ms. Rupa Vora. Mr. Shailesh Haribhakti is the Chairman of the Audit Committee. During the
financial year 2015-16, Mr. S H Khan and Ms. Rupa Vora were inducted as members of the Audit Committee.
However, Mr. Khan ceased to be a member of the Audit Committee with effect from January 12, 2016 consequent
upon his death.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 |9


During the financial year 2015-16, 4 (four) Audit Committee meetings were held on May 19, 2015, July 20, 2015,
October 19, 2015 and January 18, 2016.
The attendance at the Audit Committee meetings during the year is set out below:

Name of the Member No. of meetings attended during the


financial year 2015-16
Mr. Shailesh Haribhakti (Chairman) 3
Mr. V P Shetty 4
Mr. G M Ramamurthy 3
Ms. Rupa Vora 2

Issue and Allotment Committee


The Issue and Allotment Committee comprises 4 (four) directors viz., Mr. V P Shetty, Mr. Narotam Sekhsaria,
Mr. Shailesh Haribhakti and Mr. Anil Bhatia to oversee and decide on the issue and allotment of shares,
debentures and other securities. Mr. V P Shetty is the Chairman of the Issue and Allotment Committee.
During the financial year 2015-16, 1 (one) Issue and Allotment Committee meeting was held on January 18, 2016.
The attendance at the Issue and Allotment Committee meeting during the year is set out below:

Name of the Member No. of meetings attended during the


financial year 2015-16
Mr. V P Shetty (Chairman) 1
Mr. Anil Bhatia 1
Mr. Narotam Sekhsaria 1
Mr. Shailesh Haribhakti 1

CSR Committee
The Board of the Company has constituted CSR Committee in accordance with Section 135 of the Act. The
Committee comprises 3 (three) directors viz., Mr. V P Shetty, Dr. Anil Khandelwal and Mr. Anil Bhatia as its
members. Mr. V P Shetty is the Chairman of the CSR Committee.
During the financial year 2015-16, 2 (two) CSR Committee meetings were held on January 18, 2016 and March 29,
2016.
The attendance at the CSR Committee meetings during the year is set out below:

Name of the Member No. of meetings attended during the


financial year 2015-16
Mr. V P Shetty (Chairman) 2
Mr. Anil Bhatia 2
Dr. Anil Khandelwal 1

Nomination & Remuneration Committee


The Board of Directors of the Company re-constituted the NRC during the financial year 2015-16 upon the
cessation of Mr. S H Khan as its Member. As on March 31, 2016, NRC comprises 4 (four) directors viz.,
Mr. Shailesh Haribhakti, Mr. G M Ramamurthy, Mr. H N Sinor and Mr. V P Shetty. Mr. Shailesh Haribhakti is the
Chairman of the NRC.
During the financial year 2015-16, 1 (one) NRC meeting was held on May 19, 2015.
The attendance at the NRC meetings during the year is set out below:

Name of the Director No. of meetings attended during the


financial year 2015-16
Mr. Shailesh Haribhakti (Chairman) 1
Mr. Hoshang N Sinor# Nil
Mr. G M Ramamurthy Nil
Mr. S H Khan* 1
Mr. V P Shetty 1
*ceased to be a member with effect from January 12, 2016 # appointed as a member with effect from January 18, 2016

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 10


Asset Acquisition Committee
The Asset Acquisition Committee of the Company comprises of the Executive Chairman, the Managing Director &
CEO and other functionaries of the Company. The Asset Acquisition Committee takes decisions on the acquisition
of assets including its consideration.

Asset Resolution Committee


The Asset Resolution Committee of the Company comprises of the Executive Chairman, the Managing Director &
CEO and other functionaries of the Company. The decisions on resolution and recovery are administered by this
Committee.

POLICIES AND PROCEDURES


The Company conducts its business in a fair, transparent and ethical manner within the existing rules and
regulations prescribed for asset reconstruction companies. The Board of the Company has adopted the following
policies in accordance with the SARFAESI Act, 2002, RBI guidelines for Securitisation Companies/Reconstruction
Companies and the Companies Act, 2013:

Financial Asset Acquisition Policy


The Financial Asset Acquisition Policy of the Company lays down the framework to acquire financial assets from
banks/financial institutions in compliance with the guidelines prescribed by RBI. This policy is administered by the
Asset Acquisition Committee.

Financial Asset Resolution Policy


The Financial Asset Resolution Policy of the Company lays down the broad parameters for resolution of financial
assets acquired by the Company and is administered by the Asset Resolution Committee.

Investment Policy
The Investment Policy lays down a framework for deployment of funds of the Company with a view to maximise
return on investments.

Policy for Issue of Security Receipts


The objective of this policy is to enable trusts established by the Company to issue Security Receipts for financing
the purchase of financial assets and to lay down the broad guidelines for the issuance of Security Receipts.

Credit Information Policy


The Company, being a member of credit information companies namely, Credit Information Bureau (India) Ltd,
Equifax Credit Information Services Pvt. Ltd, Experian Credit Information Co. of India Pvt. Ltd and CRIF Highmark
Credit Information Services Pvt. Ltd., has in place a credit information policy in accordance with the Credit
Information Companies (Regulation) Act, 2005 and the Rules/Regulations made thereunder.

Corporate Social Responsibility (CSR) Policy


The Company has adopted a CSR Policy in accordance with Section 135 of the Act.

Whistle Blower Policy


The Company has adopted a Whistle Blower Policy in accordance with Section 177 of the Act.

Other Policies
The Company has adopted the following policies as recommended by the Nomination & Remuneration Committee
of the Board:
Policy on selection of directors;
Policy on Performance Evaluation and Remuneration of Directors; and
Policy on Performance Evaluation and Remuneration Framework for the Key Managerial Personnel and other
employees

DIRECTORS RESPONSIBILITY STATEMENT


Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'
Responsibility Statement, the Directors hereby confirm that:

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 11


(a) in the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards
have been followed and that no material departures have been made in following the same;
(b) appropriate accounting policies have been selected & applied consistently and the management has made
judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of
the Act as well as for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities have been taken;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls to be followed by the Company have been laid down and that such internal financial
controls are adequate and were operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT


M/s. Khimji Kunverji & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in
accordance with the provisions of the Act, for a period of 3 years from the date of Seventh Annual General Meeting
until the conclusion of the Tenth Annual General Meeting. As per proviso to Section 139 (1) of the Act and
applicable Rules of the Act, the appointment of Statutory Auditors needs to be ratified by the Members at every
annual general meeting. Accordingly, the Company seeks ratification of the appointment of the Statutory Auditors
at this annual general meeting. They have confirmed their eligibility under Section 141 of the Act and the Rules
framed thereunder for their reappointment as Auditors of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors, in their
independent report and therefore does not require any comments from the Directors in this report.

SECRETARIAL AUDITORS AND THEIR REPORT


Pursuant to the requirements of Section 204(1) of the Act, the Company has appointed M/s. Naren Shroff &
Associates, Company Secretaries to conduct the secretarial audit for the financial year 2015-16.
The Secretarial Audit Report in prescribed form MR-3 as received from M/s. Naren Shroff & Associates is
appended to this Report as Annexure II. There are no qualifications, reservations or adverse remarks or
disclaimers made in the secretarial audit report and therefore does not require any comments from the Directors in
this report.

DEBENTURE TRUSTEE
IL&FS Trust Company Limited is the debenture trustee for the non-convertible debentures issued by the Company.

REGISTRARS AND SHARE TRANSFER AGENTS


The Company is in the process of changing the Registrars and Share Transfer Agents from Sharepro Service India
Private Limited to Karvy Computershare Private Limited.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES


The CSR Policy of the Company inter alia contains the activities that can be undertaken by the Company for CSR,
composition and meetings of CSR Committee, details of existing Charitable trusts within the JM Financial Group,
annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of
execution/implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The details of
CSR activities undertaken by the Company in the prescribed format have been appended as Annexure III to this
Report.
The amount earmarked for CSR initiatives has been contributed to the existing charitable trusts within the JM
Financial Group viz., JM Financial Foundation and Kampani Charitable Trust through whom the CSR activities will
be undertaken.
JM Financial Foundation and Kampani Charitable Trust were established to support the causes of socio-economic,
educational and health care. JM Financial Group has been contributing to deserving causes since over three
decades through these trusts. These trusts identify and work with several credible NGOs on a number of outreach
programs in various fields such as education, healthcare and disaster relief.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 12


INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems commensurate with the nature of business, size and
complexity of its operations. The Company has well-established processes, guidelines and procedures to augment
the internal controls. This, coupled with adequate internal information systems, ensures proper information flow for
the decision-making process. The internal control system is designed to ensure maintenance of proper accounting
controls, monitoring of operations, protection and conservation of assets and compliances with applicable laws and
regulations. These controls ensure that financial and other records are reliable for preparing financial statements
and other information.
An extensive programme of internal audit is conducted by an independent internal audit firm and reviewed by the
Audit Committee to ensure adherence of internal controls. Internal audit also evaluates and suggests improvement
in effectiveness of risk management, control and governance process.
The Audit Committee of Board provides necessary oversight and directions to the internal audit function and
periodically review the findings as well as ensure that corrective measures are taken keeping in mind the
Companys requirements, growth prospects and ever evolving business environment. This system facilitates timely
detection and plugging of anomalies, if any, by various business functions.

HUMAN CAPITAL
People are the Companys most valuable asset and it is believed that the ultimate identity and success of the
Company lie in the excellent quality of people and their dedicated commitment towards attaining the Companys
vision. The Company has a highly professional team of 55 personnel as on March 31, 2016. The team comprises of
professionals having wide and varied experience from the banking, asset reconstruction, consultancy and legal
background. The team comprises a fair mix of experienced and fresh recruits from business schools, law schools
and professional institutions. In terms of experience, the team comprises of personnel having experiences varying
from minimum experience of as less as 1 year to maximum experience of beyond 45 years. The average age of the
employees of the Company is 34 years. Of the total number of employees, 22 employees comprising 40% of the
total number have been with the Company for more than 4 years. In terms of gender diversity, the ratio is fairly
balanced with 16 female employees and 39 male employees.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPS


In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and the above Rules are set out in Annexure IV to this
report.
The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at
the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), up
to the date of Ninth Annual General Meeting and any member interested in obtaining such information may write to
the Company Secretary and the same will be furnished on request.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The policy against sexual harassment is embodied both in the Code of Conduct of JM Financial Group as also in a
specifically written policy in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of
the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
The related party transactions, if any, are entered on arms length basis, in the ordinary course of business and are
in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related
party transactions made by the Company with Sponsors, Directors or the Key Managerial Personnel, which may
have potential conflict of interest with the Company at large or which warrants the approval of the Members.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are
provided in the Companys financial statements in accordance with the applicable Accounting Standards.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 13


PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company is a Securitisation Company/Reconstruction Company and its principal business is acquisition of
financial assets, investment in Security Receipts and providing additional funding to the borrowers whose loans are
acquired by it. In view of this, the particulars required to be disclosed pursuant to Section 186 of the Act are not
applicable to the Company.

EXTRACT OF ANNUAL RETURN


Pursuant to the requirements under Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, an extract of Annual Return as on March 31, 2016 in
prescribed Form MGT-9 is given in this Report as Annexure V to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY


The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to
bring to the attention of the Management, their genuine concerns, if any, or report about the unethical behavior of
employees by using the mechanism provided in the Whistle Blower Policy.
During the financial year 2015-16, no cases under this mechanism were reported in the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO


In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of energy,
Technology absorption and expenditure incurred on Research and Development are not applicable to the
Company.
During the financial year 2015-16, the Company has not earned any foreign exchange from any of the transactions;
the details of the amount spent in foreign exchange is provided in note number 2.24 of the notes to the financial
statements which forms part of the annual audited financial statements.

SAFE HARBOUR
This report describing our activities, projections and expectations for the future, may contain certain forward
looking statements within the meaning of applicable laws and regulations. The actual results of business may differ
materially from those expressed or implied due to various risk factors and uncertainties. These risk factors and
uncertainties include the effect of domestic as well as global economic and political events, volatility in interest
rates, new regulations and government policies that may impact our business as well as our ability to implement
the strategies. We are under no obligation to publicly amend, modify or revise any forward looking statements on
the basis of any subsequent developments, information or events and assume no liability for any action taken by
anyone on the basis of any information contained herein.

ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the Reserve Bank of India, Ministry of Finance, Securities and
Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrars of Companies, Indian Banks
Association, Association of ARCs in India, credit rating agencies and other government and regulatory authorities,
lenders, financial institutions and the Companys bankers for their ongoing support to the Company.
The Directors also place on record their sincere appreciation for the continued support extended by the Companys
stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment
displayed by the employees of the Company across all levels, resulting in very satisfying performance during the
financial year 2015-16.

For and on behalf of the Board of Directors

Place: Mumbai V P Shetty


Date: May 10, 2016 Executive Chairman
(DIN: 00021773)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 14


ANNEXURE IA

Policy on Selection and Appointment of Directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Committee of a company is required to formulate the criteria for determining the qualifications, positive attributes
and independence of a person proposed to be appointed as a director on the board of the company.

This document accordingly records the policy for selection of Directors for appointment on the Board of Directors.

Following criteria will be kept in mind while assessing the suitability of an individual as a director on the Board of
Directors of the Company:

Demonstrated independence, integrity, high personal and professional ethics;


Ability & willingness to commit sufficient time to the responsibilities as Board member;
Understanding of the Companys business and related industry;
General understanding of marketing, finance, and other disciplines relevant to the business of the
Company;
Educational and professional background professional qualification and/or experience of having run a
business at senior management and decision making level;
Age giving sufficient experience as well as length of service available;
Assessment of conflicts of interest, if any;
Personal accomplishments and ability to influence policies.

The above are the broad parameters for assessing the candidate. The Nomination and Remuneration Committee
(the Committee) of the Company may apply additional or different criteria as it may deem fit.

The Committee may also consider the contributions that a candidate can be expected to make to the collective
functioning of the Board based upon the totality of the candidates credentials, experience and expertise, the
composition of the Board at the time, and other relevant circumstances.

The Committee will also keep in mind regulatory requirements in this regard.

Persons to be considered for appointment as directors will be selected by the Committee in accordance with the
policies and principles above and under the Companies Act, 2013. The invitation to join the Board may be
extended by the Chairman of the Board.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 15


ANNEXURE IB

Policy on Performance Evaluation and Remuneration of Directors

Scope:
All members of the Board of Directors

Objectives:
To assist in the process of assessing the participation and contribution in the Board level deliberations by
the directors of JM Financial Asset Reconstruction Company Private Limited
To monitor and evaluate the achievement of the Board objectives
To provide the Directors an opportunity to reflect on and assess their areas of strength and development

Evaluation Process for Directors:


JM Financial Group follows annual 360 degree evaluation for its Key Managerial Persons and senior
management team. A process modelled on this method can be designed for evaluation of Directors. Under
this option, the Companys Management team will:
help define criteria for evaluations (including 360 process)
formulate the process for evaluating and rating each Director
design the Evaluation templates and implementation process
coordinate and collate feedback received for each Director
analyze feedback received for each Director and prepare evaluation summary
share the evaluation summary along with suggestions and recommendations for consideration of individual
director
share the feedback with the Chairman

The above process will be implemented and controlled from the Chairmans office and the summary will be
prepared without attributing any comment to the person who made it. Such summary of observations will be shared
with the individual directors in confidence.

Key Evaluation Criteria


Providing effective leadership and strategic guidance to the management
Understanding the Business, including the Risks and regulatory landscape
Attendance at and active engagement in the discussion of business performance, competitive landscape
and strategies
Development and monitoring of leadership teams
Compliance focus and insistence on ethical business practices
Nudging for long term focus areas such as Succession Planning, Business Continuity Planning etc.
Management of conflicts in Board discussion
Management of Conflict of Interest

Criteria for determination of Remuneration


The remuneration of directors will be governed by the role assumed, number of meetings of the Board and the
committees thereof attended by the directors, the position held by them as the Chairman and member of the
committees of the Board and overall contribution to the business. Besides these, the determination of remuneration
of directors will also depend on the external competitive environment, track record, individual performance of the
directors and performance of the Company as well as the industry standards.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 16


ANNEXURE II

Secretarial Audit Report for the year ended March 31, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]

To,
The Members,
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED
7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi,
Mumbai - 400025

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by JM FINANCIAL ASSET RECONSTRUCTION COMPANY
PRIVATE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,
the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied
with the statutory provisions listed hereunder, to the extent applicable to the Company, and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:

I. We have examined the Secretarial compliance based on the books, papers, minute books, forms and
returns filed and other records maintained by the Company for the financial year ended on 31 st March,
2016, as shown to us during our audit, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992:-

(a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
effective from 15th May, 2015.

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;

II. We have also examined compliance with the applicable, clauses of the erstwhile Debt Listing Agreement
entered into by the Company with the BSE Ltd. and, regulations of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from 1st December,
2015.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 17


III. During the year under review the Company has generally complied with the applicable provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

IV. We further report that, having regard to the compliance system prevailing in the Company and on
examination of relevant documents and record in pursuance thereof, the Company has complied with the
following laws applicable specifically to the Company;

i. The Reserve Bank of India Act, 1934, and the Rules framed, Circulars and Guidelines issued
thereunder, to the extent applicable to Securitization Company and Reconstruction Company.

ii. The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 and the Rules, Circulars, Notifications and Guidelines issued thereunder.

V. We further report that the Company has complied with the Secretarial Standards issued by The Institute
of Company Secretaries of India, effective from 1st July, 2015.

VI. The following Regulations and Guidelines prescribed under The Securities and Exchange Board of India
Act, 1992 were, in our opinion, not attracted during the financial year under report;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;

c. The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations,
2014;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

VII. The provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
in relation to Overseas Direct Investment and External Commercial Borrowings were not attracted during the
financial year under report.

VIII. We further report that;

The Board of Directors of the Company is duly constituted. The changes in the composition of the
Board of Directors that took place during the year under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, at least seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the meetings of the Board of Directors of the Company were carried through on the basis
of majority. There were no dissenting views by any member of the Board of Directors during the period
under review.

IX. We have relied on the representation made by the Company and its officers for the compliance of
various applicable laws, rules, regulations and guidelines and after examining the system and
mechanism followed by the Company for compliances, we report that there are adequate systems and
processes in the Company commensurate with the size and operations of the Company to monitor and
ensure the compliance of applicable laws, rules, regulations and guidelines.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 18


X. We further report that during the audit period, there has not been any specific events / actions having a
major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations,
guidelines etc.

For Naren Shroff & Associates


Company Secretaries

Naren S. Shroff
Proprietor
FCS-2414, CP-1563

Dated: 10th May, 2016


Place: Mumbai

(This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 19


ANNEXURE A
(To the Secretarial Audit Report of JM FINANCIAL ASSET RECONSTRUCTION
COMPANY PRIVATE LIMITED for the financial year ended 31st March, 2016)

To,
The Members,
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED
7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi,
Mumbai - 400025

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification was done
on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the
practices and processes, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.

4. In respect of the filing of forms/returns by the Company, related to the period under audit, we have not
observed any material non-compliance, which can have material bearing on the financials of the
Company and hence have not reported in our audit report.

5. Wherever required, we obtained management representation about the compliance of laws, rules,
regulations, norms and standards and happening of events.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and
standards is the responsibility of management. Our examination was limited to the verification of
procedure on test basis.

7. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Naren Shroff & Associates


Company Secretaries

Naren S. Shroff
Proprietor
FCS-2414, CP-1563

Dated: 10th May, 2016


Place: Mumbai

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 20


ANNEXURE III
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs:

1. CSR Policy of the Company lists the activities that can be undertaken by the Company for CSR, composition of CSR Committee, details of existing charitable trusts
within the JM Financial Group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of
execution/implementation of CSR activities and the monitoring mechanism of CSR activities/ projects. The CSR Policy is hosted on the Companys website viz.,
www.jmfinancialarc.com.

In accordance with the CSR activities listed in the CSR Policy adopted pursuant to the provisions of Section 135 of the Companies Act, 2013 (the Act) by the
Company, JM Financial Foundation (Foundation) and Kampani Charitable Trust (Trust) are the two philanthropic arms through which our CSR allocation and
spending can be administered and monitored.

Accordingly, the Board and the CSR Committee of the Company approved release of an aggregate amount of ` 1.38 Crore in respect of FY 2015-16 through the
philanthropic arms viz., JM Financial Foundation and Kampani Charitable Trust for allocation to projects that will be approved by the CSR Committee from time to
time.

2. The Composition of the CSR Committee: (a) Mr. V P Shetty (Executive Chairman)
(b) Dr. Anil Khandelwal (Non-Executive and Non-Sponsor Director)
(c) Mr. Anil Bhatia (Managing Director & CEO)

3. Average net profit of the Company for last three financial years as per the provisions of the Act: ` 68.90 Crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ` 1.38 Crore

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: ` 1.38 Crore

(b) Amount unspent, if any: Nil

(c) Manner in which the amount spent during the financial year is detailed below:

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 21


(1) (2) (3) (4) (5) (6) (7) (8)
Sr. CSR Project or activity Sector in Projects or Amount Amount spent on Cumulative Amount spent:
N0. identified. which programs Outlay the projects or expenditure Direct or through
the (i) Local area or (budget) programs upto the implementing agency.
Project other project or Sub heads: reporting
is (ii) Specify the programs (1) Direct period
covered State and wise expenditure on
district where projects or
projects or programs.
programs was (2) Overheads:
undertaken
1 The CSR Committee in consultation with the management has ` 1.38 Crore - ` 1.38 Crore The earmarked amount has
been exploring various projects for allocation of CSR funds been contributed to JM
during the year. The situation of drought in various parts of the Financial Foundation and
country added an additional but important aspect to this Kampani Charitable Trust
exercise. We believe that our efforts in this regard should be through whom the CSR
towards projects that contribute to basic facilities and activities will be undertaken.
infrastructure towards a long lasting solution for an identified Details of the activities of
cause. In line with this thinking, we have decided to explore a these Trusts are given
wider range of projects and their longer lasting impact for under the Corporate Social
allocation of the CSR funds of the Company and to monitor the Responsibility section of the
use and progress of the projects. Based on the projects so Directors Report.
examined and then shortlisted by the management, and post
approval of the CSR Committee of the Company, JM Financial
Foundation and Kampani Charitable Trust will be advised about
the release of funds for the concerned projects.

Update on the projects undertaken by the Company during FY 2014-15:

As approved by the CSR Committee and the Board of the Company, an aggregate amount of ` 1.13 Crore was disbursed to JM Financial Foundation (` 56.50 Lakh)
and Kampani Charitable Trust (` 56.50 Lakh) with a clear mandate to use these funds on the identified projects in the following manner:

- ` 62.43 Lakh to be spent for promotion of education on campus development and for operating the Ashoka University, Haryana, Kundli over a period of
two years i.e., FY 2014-15 and FY 2015-16.

- ` 50.57 Lakh to be spent for promotion of healthcare by the Childrens Hospital, Haji Ali, Mumbai over a period of two to three years.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 22


ASHOKA UNIVERSITY

As advised by the Company, JM Financial Foundation and Kampani Charitable Trust disbursed an amount of ` 15,60,750/- each to Ashoka University during the FY 2014-
15. The above amount has been spent on the campus development and for the operations of the University.

Four phase construction of the Universitys campus commenced in FY 2013-14. The campus is expected to have a built up area of approx. 1.3 million sq. ft. for an
estimated capacity of 4,000 students, on completion. Phase I construction involving construction of 0.3 million sq. ft. was completed in year 2014. Phase II construction
comprising two hostel buildings, academic block and dining block started in June 2014 and is scheduled to be completed by June 2016. Total budgeted project cost for
Phase II construction is ` 175 Crore. The aggregate capital expenditure likely to be incurred by the University till March 31, 2016 is estimated to be ` 128.65 Crore.

A follow-up on the progress of the activities was done during several discussions and meetings among Group Company Officials and Ashoka University. Our Group Head
Human Resources, also visited the campus in January 2016.

The second instalment of ` 15,60,750/- each by Foundation and Trust has been disbursed in March, 2016. With this we have spent the aggregate amount of ` 62.43 Lakh
on the Ashoka University project.

CHILDRENS HOSPITAL

Since our decision to allocate our CSR contribution to the Childrens Hospital, there have been regular discussions among senior management of JM Financial Group and
Childrens Hospital team. As the Childrens Hospital had already received commitments to fully cover the cost of Phase I of the project, they were looking for firming up
commitments for funding Phase II of the project and requested us not to disburse any funds during their Phase I construction.

Accordingly, the funds were not disbursed to the Childrens Hospital by the Foundation/Trust. We understand that the Hospital with completed Phase I is scheduled to be
commissioned in November 2016 and Phase II will be started sometime after that. Accordingly, the release of funds in respect of Childrens Hospital will be based on
further feedback on the progress of the project. Thus an amount of ` 50.57 Lakh earmarked for the Childrens Hospital remains undisbursed.

In view of the above, it was decided to re-allocate part of the undisbursed amount of ` 41,62,200/- from CSR allocation for the FY 2014-15 in respect of Childrens Hospital
to Ashoka University Project to be disbursed to them over the years 2016-17 and 2017-18. The allocation of the balance undisbursed amount of ` 8,94,800/- together with
interest accrued on the total amount till date of ` 7,58,000/- was made towards the following projects:

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 23


(` in Lakh)

Organisation and area of utilisation Amount allocated by


the Company

Samasta Mahajan for adoption of ten drought hit villages in Maharashtra for creating long term water collection and retention solution 10.54
and providing immediate support of food, water, fodder etc to the residents of these villages.

Kherwadi Social Welfare Association for skill development of students in the areas of multi-skill technicians, computer skills, 4.96
tailoring and other courses pertaining to the livelihood in rural areas.

Bombay Natural History Society for various projects towards conservation of nature by way of nature trails and trips for students from 1.03
less privileged sections of the society.

Total Allocation 16.53

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the
reasons for not spending the amount in its Board report: Not Applicable

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the
Company.

For JM Financial Asset Reconstruction Company Private Limited

V P Shetty
Executive Chairman and
Place: Mumbai Chairman of CSR Committee
Date: May 10, 2016 (DIN: 00021773)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 24


Annexure IV

Disclosures pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2015

Sr. Disclosure Requirement Disclosure Details


No.
1. Ratio of the remuneration of each director to Mr. VP Shetty, Executive Chairman
the median remuneration of the employees for
the financial year Ratio: 40 times

Mr. Anil Bhatia, Managing Director and


CEO

Ratio : 36 times

2. Percentage increase in remuneration of each Mr. V P Shetty (Executive Chairman)


director, Chief Financial Officer, Chief Not Applicable, since he was appointed
Executive Officer, Company Secretary or as a Whole-time Director with effect from
Manager, if any, in the financial year April 1, 2015.

Mr. Anil Bhatia (Managing Director and


CEO) Increased by 15%

Mr. Sabyasachi Ray (Chief Financial


Officer) Increased by 44%

Mr. Nikhil Bhandary (Company Secretary)


Increased by 53%

3. Percentage increase in the median Median Remuneration has decreased by


remuneration of employees in the financial 13%
year

4. Number of permanent employees on the rolls 55 (as on March 31, 2016)


of Company at the end of the year

5. Explanation on the relationship between Remuneration has increased by 58% as


average increase in remuneration and against 49% increase in revenue for the
Company performance financial year 2015-16. The increase in
remuneration is based on the following
factors:
Performance of the Company;
Individual Performance;
Compensation benchmarking with
market and trends in the industry.

6 Comparison of the remuneration of the Key Aggregate compensation of KMPs has


Managerial Personnel (KMP) against the increased by 130% (This includes
performance of the Company compensation of Mr. V P Shetty,
Executive Chairman with effect from April
1, 2015) as against 49% increase in
revenues for the financial year 2015-16

7. Variations in the net worth of the Company as Net worth (as on March 31, 2016) ` 525
at the close of current financial year and Crore
previous financial year Net worth (as on March 31, 2015) ` 417
Crore

Net worth has increased by 26%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 25


8. Average percentile increase already made in The aggregate remuneration of
the salaries of employees other than the employees other than KMPs has
managerial personnel in the last financial year increased by 24% and that of KMPs has
and its comparison with the percentile increase increased by 130% (This includes
in the managerial remuneration and remuneration of Mr. V P Shetty, Executive
justification thereof and point out if there are Chairman with effect from April 1, 2015).
any exceptional circumstances for increase in
the managerial remuneration

9. Comparison of each remuneration of the Key Increase in remuneration of KMPs is as


Managerial Personnel against the performance follows:
of the Company
Mr. V P Shetty (Executive Chairman)
Not Applicable, since he was appointed
as a Whole-time Director with effect from
April 1, 2015.

Mr. Anil Bhatia (Managing Director and


CEO) Increased by 15%

Mr. Sabyasachi Ray (Chief Financial


Officer) Increased by 44%

Mr. Nikhil Bhandary (Company Secretary)


Increased by 53%

Revenue has increased by 49% for the


FY 2015-16.

10. Key parameters for any variable component of The key parameters for variable
remuneration availed by the directors component of remuneration availed by
the directors are:
Companys Performance
Business Performance and
Individual Performance

11. Ratio of the remuneration of the highest paid Not applicable


director to that of the employees who are not
directors but receive remuneration in excess of
the highest paid director during the year

12. Affirmation that the remuneration is as per the Remuneration paid to the employees
remuneration policy of the Company including KMPs is as per the
Remuneration Policy of the Company.

Note: The Non-Executive Directors of the Company are entitled for sitting fees and commission as per the statutory
provisions. The ratio of remuneration and percentage increase for Non-Executive Directors Remuneration is therefore
not considered for the above purpose.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 26


ANNEXURE V
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2016
[Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U67190MH2007PTC174287

ii) Registration Date : September 19, 2007

iii) Name of the Company : JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED

iv) Category / Sub-Category of the Company : Company Limited by Shares and an Indian Non-Government
Company

v) Address of the Registered office and contact details : 7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi, Mumbai-400025
Tel.: +91 22 6630 3030 Fax: +91 22 6630 3223
Email Id:- nikhil.bhandary@jmfl.com
Website: www.jmfinancialarc.com

vi) Whether listed company : Yes

vii) Name, Address and Contact details of Registrar and Sharepro Services (India) Private Limited
Transfer Agent, if any : 13/AB, Samitha Warehousing Complex, 2nd Floor,
Sakinaka, Andheri East, Mumbai-400072
(being changed to Karvy Computershare Private Limited)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 27


II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. Name and Description of main products NIC Code of the Product/ % to total turnover of the
No. / services service company

1 Purchase of Non-performing Assets and 64990 100%


Securitisation and Reconstruction of Financial
Assets

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name And Address Of CIN/GLN Holding/ Subsidiary % of Applicable


No The / shares Section
Company Associate held
1. Not Applicable - - - -

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 28


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
A. Sponsor
(1) Indian

a) Individual/ HUF 3,61,87,500 - 3,61,87,500 15% 3,61,87,500 - 3,61,87,500 15% -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 11,26,87,500 2,00,00,000 13,26,87,500 55% 11,26,87,500 2,00,00,000 13,26,87,500 55% -

e) Banks / FI - - - - - - - - -

f) Any Other. - - - - - - - - -

Sub-total (A) (1):- 14,88,75,000 2,00,00,000 16,88,75,000 70.00% 14,88,75,000 2,00,00,000 16,88,75,000 70.00% -

(2) Foreign

a) NRIs - Individuals - - - - - - - - -

b) Other Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other - - - - - - - -

Sub-total (A) (2):- - - - - - - - -

Total shareholding of 14,88,75,000 2,00,00,000 16,88,75,000 70.00% 14,88,75,000 2,00,00,000 16,88,75,000 70.00% -
Sponsor (A)= (A)(1)+(A)(2)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 29


Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
B. Non- Sponsor
1.Institutions
a) Mutual Funds - - - - - - - - -

b) Banks / FI 4,99,88,095 - 4,99,88,095 20.72% 4,99,88,095 - 4,99,88,095 20.72% -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital - - - - - - - - -
Funds
f) Insurance Companies - - - - - - - - -

g) FIIs 2,03,20,238 - 2,03,20,238 8.42% 2,03,20,238 - 2,03,20,238 8.42% -

h) Foreign Venture Capital - - - - - - - - -


Funds
i) Others (specify) 20,66,667 - 20,66,667 0.86% 20,66,667 - 20,66,667 0.86% -

Sub-total (B)(1):- 7,23,75,000 - 7,23,75,000 30.00% 7,23,75,000 - 7,23,75,000 30.00%


2. Non-Institutions

a) Bodies Corp. - - - - - - - - -
i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual shareholders - - - - - - - - -
holding nominal share
capital upto Rs. 1 lakh

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 30


Category ofShareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Change
during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares

ii) Individual shareholders - - - - - - - - -


holding nominal share
capital in excess of Rs 1
lakh

c) Others (specify) - - - - - - - - -

Sub-total (B)(2):- - - - - - - - - -

Total Non-Sponsor 7,23,75,000 - 7,23,75,000 30.00% 7,23,75,000 - 7,23,75,000 30.00% -


Shareholding (B)=(B)(1)+
(B)(2)

C. Shares held by - - - - - - - - -
Custodian for GDRs &
ADRs
Grand Total (A+B+C) 24,12,50,000 - 24,12,50,000 100.00% 24,12,50,000 - 24,12,50,000 100.00% -

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 31


(ii) Shareholding of Sponsors

Sl No. Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
shareholding
during the
year
No. of % of total % of Shares No. of % of total % of Shares
Shares Shares of the Pledged / Shares Shares of the Pledged /
company encumbered to company encumbered to
1 JM Financial Limited 12,06,25,000 50% total shares - 12,06,25,000 50% total shares - -

2 Mr. Narotam S 3,61,87,500 15% - 3,61,87,500 15% - -


Sekhsaria

3 Radhakrishna 1,20,62,500 5% - 1,20,62,500 5% -


Bimalkumar
Private Limited

Total 16,88,75,000 70% - 16,88,75,000 70% - -

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 32


(iii) (a) Change in Sponsor Shareholding (please specify, if there is no change) JM Financial Limited

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 12,06,25,000 50% 12,06,25,000 50%


the year

Increase / Decrease in - - - -
Share
Holding during the year

At the End of the year 12,06,25,000 50% 12,06,25,000 50%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 33


(iii) (b) Change in Sponsor Shareholding (please specify, if there is no change) - Radhakrishna Bimalkumar Private Limited

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 1,20,62,500 5% 1,20,62,500 5%


the year

Increase / Decrease in - - - -
Share
Holding during the year

At the End of the year 1,20,62,500 5% 1,20,62,500 5%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 34


(iii) (c) Change in Sponsors Shareholding (please specify, if there is no change) Mr. Narotam Sekhsaria

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 3,61,87,500 15% 3,61,87,500 15%


the year

Increase / Decrease in - - - -
Share
Holding during the year

At the End of the year 3,61,87,500 15% 3,61,87,500 15%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 35


(iv)(a) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): JM Financial Group Employees Welfare
Trust

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the company
the company

At the beginning of 20,66,667 0.86% 20,66,667 0.86%


the year

Increase / Decrease in - - -
Share
Holding during the year.

At the End of the year 20,66,667 0.86% 20,66,667 0.86%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 36


(iv)(b) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): Indian Overseas Bank

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 2,10,00,000 8.70% 2,10,00,000 8.70%


the year

Increase / Decrease in Share - - - -


Holding during the year

At the End of the year 2,10,00,000 8.70% 2,10,00,000 8.70%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 37


(iv)(c) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): UCO Bank

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 1,14,88,095 4.76% 1,14,88,095 4.76%


the year

Increase / Decrease in Share - - - -


Holding during the year

At the End of the year 1,14,88,095 4.76% 1,14,88,095 4.76%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 38


(iv)(d) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): Union Bank of India

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 1,00,00,000 4.15% 1,00,00,000 4.15%


the year

Increase / Decrease in Share - - - -


Holding during the year

At the End of the year 1,00,00,000 4.15% 1,00,00,000 4.15%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 39


(iv)(e) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): Central Bank of India

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 75,00,000 3.11% 75,00,000 3.11%


the year

Increase / Decrease in Share - - - -


Holding during the year

At the End of the year 75,00,000 3.11% 75,00,000 3.11%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 40


(iv)(f) Shareholding Pattern of top ten Shareholders (other than Directors, Sponsors and Holders of GDRs and ADRs): Valiant Mauritius Partners FDI Limited

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 2,03,20,238 8.42% 2,03,20,238 8.42%


the year

Increase / Decrease in Share - - - -


Holding during the year

At the End of the year 2,03,20,238 8.42% 2,03,20,238 8.42%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 41


(v) Shareholding of Directors and Key Managerial Personnel: Mr. Narotam Sekhsaria (Sponsor Director)

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of No. of shares % of total shares of the


the company company

At the beginning of 3,61,87,500 15% 3,61,87,500 15%


the year

Increase / Decrease in - - - -
Share
Holding during the year

At the End of the year 3,61,87,500 15% 3,61,87,500 15%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 42


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in `)

Secured Loans excluding Unsecured Deposits Total


deposits Loans Indebtedness

Indebtedness at the beginning of the financial year


i) Principal Amount 4,80,57,71,427 6,50,00,00,000 -- 11,30,57,71,427

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due 27,25,59,590 Nil Nil 27,25,59,590

Total (i+ii+iii) 5,07,83,31,017 6,50,00,00,000 Nil 11,57,83,31,017

Change in Indebtedness during the financial year


Addition 30,60,90,96,346 16,36,50,00,000 Nil 46,97,40,96,346
Reduction 30,13,50,33,082 20,49,50,00,000 Nil 50,63,00,33,082
Net Change 47,40,63,264 (4,13,00,00,000) Nil (3,65,59,36,736)
Indebtedness at the end of the financial year
i) Principal Amount 5,27,98,34,691 2,37,00,00,000 Nil 7,64,98,34,691
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due 26,36,21,456 1,39,41,582 Nil 27,75,63,038
Total (i+ii+iii) 5,54,34,56,147 2,38,39,41,582 Nil 7,92,73,97,729

Note: The indebtedness in respect of unsecured loans at the end of financial year is ` 2,36,44,78,576/- after excluding the unamortized discount on commercial papers.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 43


VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount in `)

Sl. no. Particulars of Remuneration Mr. V P Shetty Mr. Anil Bhatia


Executive Chairman Managing Director and CEO Total Amount

1. Gross salary

(a) Salary as per provisions contained in section 5,74,99,996 5,43,15,928 11,18,15,924


17(1) of the Income-tax Act,
1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 24,62,291 39,600 25,01,891
1961

(c) Profits in lieu of salary under section 17(3) - - -


Income- tax Act, 1961

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission
- as % of profit - - -
- others, specify - - -

5. Others, please specify - - -

Total (A) 5,99,62,287 5,43,55,528 11,43,17,815

Ceiling as per the Act Not Applicable Not Applicable

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 44


B. Remuneration to other directors:
(Amount in `)

Sl. Particulars of Remuneration Name of Directors Total


no. Amount
Mr. Narotam Mr. H N Mr. G M Mr. S H Mr. Shailesh Dr. Anil Mr. Pulkit Ms. Rupa Vora
Sekhsaria Sinor Ramamurthy Khan Haribhakti Khandelwal Sekhsaria

Non-Sponsor Directors

Fee for attending board / - 1,50,000 2,75,000 1,10,000 2,45,000 2,10,000 - 2,50,000 12,40,000
committee meetings
Commission - 5,50,000 7,00,000 2,50,000 8,00,000 5,50,000 - 5,50,000 34,00,000

Others, please specify - - - - - - - - -

Total (1) - 7,00,000 9,75,000 3,60,000 10,45,000 7,60,000 - 8,00,000 46,40,000

Sponsor Directors

Fee for attending board / 1,60,000 - - - - - 1,00,000 - 2,60,000


committee meetings
Commission 5,50,000 - - - - - 5,50,000 - 11,00,000

Others, please specify - - - - - - - - -

Total (2) 7,10,000 - - - - - 6,50,000 - 13,60,000


Total (B)=(1+2) 7,10,000 7,00,000 9,75,000 3,60,000 10,45,000 7,60,000 6,50,000 8,00,000 60,00,000
Overall Ceiling Not Applicable
as per the Act

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 45


C. Remuneration to Key Managerial Personnel other than MD/Manager
(Amount in `)

Sl. no. Particulars of Remuneration Key Managerial Personnel

Company Secretary Chief Financial Total


Officer
1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 26,00,000 74,00,004 1,00,00,004
1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -

2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others, specify - - -

5. Others, please specify - - -

Total 26,00,000 74,00,004 1,00,00,004

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 46


VIII. PENALTY/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Brief Description Details of Penalties Authority Appeal made, if any (give
Companies Act /Punishment/Compounding fees (RD/NCLT/COURT) details)
imposed

A. COMPANY
Penalty None
Punishment
Compounding
B. DIRECTORS
Penalty None
Punishment

Compounding
C.OTHER OFFICERS IN DEFAULT
Penalty None
Punishment
Compounding

For JM Financial Asset Reconstruction Company Private Limited

V P Shetty
Place: Mumbai Executive Chairman
Date: May 10, 2016 (DIN: 00021773)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 47


Balance Sheet
as at March 31, 2016

Note As at As at
March 31, 2016 March 31, 2015
` `

EQUITY AND LIABILITIES


Shareholders' funds
Share Capital 2.1 2,412,500,000 2,412,500,000
Reserves and Surplus 2.2 2,836,476,565 1,752,870,132
5,248,976,565 4,165,370,132
Non-current liabilities

Long-term borrowings 2.3 3,502,755,987 4,729,312,180


Long-term provisions 2.4 5,052,503 4,334,361
3,507,808,490 4,733,646,541
Current liabilities

Short-term borrowings 2.5 2,664,478,576 6,394,371,982


Trade payables 2.6 1,669,977 2,020,981
Other current liabilities 2.7 1,971,703,427 432,122,545
Short-term provisions 2.8 5,603,972 3,719,100
4,643,455,952 6,832,234,608
TOTAL 13,400,241,007 15,731,251,281
ASSETS
Non-current assets
Fixed assets 2.9
(i) Tangible assets 28,544,441 9,482,256
(ii) Intangible assets 5,017,926 4,216,329
(iii) Intangible assets under development - 59,461
Deferred tax assets (net) 2.10 76,382,337 5,801,731
Long-term loans and advances 2.11 249,104,591 69,432,226
Other non-current assets 2.12
359,049,295 88,992,003
Current assets

Current investments 2.13 12,262,429,440 14,605,246,295


Trade receivables 2.14 335,733,378 621,992,085
Cash and bank balances 2.15 23,405,465 63,826,654
Short-term loans and advances 2.16 419,623,429 351,194,244
13,041,191,712 15,642,259,278
TOTAL 13,400,241,007 15,731,251,281
Significant accounting policies and notes to the financial
statements 1&2
As per our attached report of even date
For and on behalf of Khimji Kunverji & Co For and on behalf of the Board of Directors
Chartered Accountants
Registration No: 105146W

Hasmukh B Dedhia VP Shetty Anil Bhatia


Partner Executive Chairman Managing Director & CEO
Membership No. F-33494 (DIN 00021773) (DIN-01310959)

Date : May 10, 2016 Nikhil Bhandary Sabyasachi Ray


Place: Mumbai Company Secretary Chief Financial Officer

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 54


Statement of Profit & Loss
for the year ended March 31, 2016

Note For the year ended For the year ended


March 31, 2016 March 31, 2015
` `
Income:
Revenue From Operations 2.17 3,177,930,587 2,139,419,013
Other Income 2.18 12,332,484 4,093,036
Total Revenue 3,190,263,071 2,143,512,049

Expenses :
Employee benefits expense 2.19 271,296,366 172,417,790
Finance costs 2.20 970,821,864 1,133,152,089
Provision/write off for receivables, loans & investments 2.21 252,042,781 92,118,151
Depreciation and amortization expense 2.09 10,920,879 5,314,861
Other expenses 2.22 101,306,474 139,771,722
Total expenses 1,606,388,364 1,542,774,613

Profit before tax 1,583,874,707 600,737,436


Tax expense :
Current tax 571,400,000 232,700,000
Deferred tax (70,580,606) 5,991,692
Excess provision for tax in respect of earlier year (net) (551,120) -
500,268,274 238,691,692
Profit for the year 1,083,606,433 362,045,744
Earnings per equity share (EPS) 2.23
Basic / Diluted 4.49 1.60
Significant accounting policies and notes to the
financial statements 1&2

As per our attached report of even date


For and on behalf of Khimji Kunverji & Co For and on behalf of the Board of Directors
Chartered Accountants
Registration No: 105146W

Hasmukh B Dedhia VP Shetty Anil Bhatia


Partner Executive Chairman Managing Director & CEO
Membership No. F-33494 (DIN 00021773) (DIN-01310959)

Date : May 10, 2016 Nikhil Bhandary Sabyasachi Ray


Place: Mumbai Company Secretary Chief Financial Officer

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 55


Statement of Cash Flow
for the year ended March 31, 2016

For the For the


year ended year ended
March 31, 2016 March 31, 2015
` `
A Cash flow from operating activities
Profit before tax 1,583,874,707 600,737,436
Adjustment for:
Depreciation 10,920,879 5,314,861
Write off /reversal of receivables and investments 128,215,534 -
Provision for receivables, advances and loans 123,827,247 92,118,151
Earlier year provision on receivables / advances w/back (82,913,989) (27,756,143)
Provision for gratuity 1,773,963 900,049
Provision for/(reversal of) compensated absences 829,051 456,326
Interest expense 970,821,864 1,133,152,089
Operating profit before working capital changes 2,737,349,256 1,804,922,769
Adjustment for:
(Increase)/decrease in trade receivables 158,043,171 (154,183,155)
(Increase)/decrease in short-term loans and advances (68,429,186) (86,012,884)
Increase/(decrease) in trade payables (351,004) 1,181,607
Increase/(decrease) in other current liabilities 1,544,755,400 (1,267,597,532)
Cash generated from/(used in) operations 4,371,367,637 298,310,805
Direct taxes paid (594,698,282) (218,664,032)
Net cash from/(used in) operating activities 3,776,669,355 79,646,773

B Cash flow from investing activities


Purchase of current investments - Others (3,526,566,000) (9,723,138,000)
Sale/ redemption of current investments - Others 5,869,382,855 957,401,026
Purchase of fixed assets (30,725,199) (8,995,728)
Net cash from/(used in) investment activities 2,312,091,656 (8,774,732,702)

C Cash flow from financing activities


Proceeds from issue of share capital Equity - 312,500,000
Securities Premium - 187,500,000
Share issue expenses - (500,000)
(Increase) /decrease in other non- current assets 82,886,532 (27,835,984)
(Increase) /decrease in long term loans & advances (284,797,269) 280,016,600
(Repayment of)/ Proceeds from long-term borrowings (1,226,556,193) 4,729,312,180
(Repayment of)/ Proceeds from short-term borrowings (3,729,893,406) 4,404,934,799
Interest paid (970,821,864) (1,133,152,089)
Net cash from/(used in) financing activities (6,129,182,200) 8,752,775,506

Net increase/(decrease) in cash & cash equivalents (40,421,189) 57,689,577


Cash & cash equivalents (opening) 63,826,654 6,137,077
Cash & cash equivalents (closing) 23,405,465 63,826,654

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 56


Statement of Cash Flow
for the year ended March 31, 2016 (Contd.)

Notes
1. The cash flow statement has been prepared under the 'Indirect Method' set out in AS 3 - "Cash Flow Statement notified
in Companies (Accounting standards) Rules, 2006 (as amended)
2. Cash and cash equivalents

Particulars
As at March 31, As at March 31,
2016 2015
` `
Cash and cash balances as per note 2.15 23,405,465 63,826,654

Less: Bank balances not considered as Cash and cash - -


equivalents (as defined in AS 3 - "Cash Flow Statements")
Balance as shown in Cash flow statement (as defined 23,405,465 63,826,654
in AS 3 - "Cash Flow Statements")

3. Previous year's figures have been regrouped and rearranged wherever necessary

As per our attached report of even date


For and on behalf of Khimji Kunverji & Co For and on behalf of the Board of Directors
Chartered Accountants
Registration No: 105146W

Hasmukh B Dedhia VP Shetty Anil Bhatia


Partner Executive Chairman Managing Director & CEO
Membership No. F-33494 (DIN 00021773) (DIN-01310959)

Date : May 10, 2016 Nikhil Bhandary Sabyasachi Ray


Place: Mumbai Company Secretary Chief Financial Officer

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 57


Significant Accounting Policies
to Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

a. Accounting convention
"The financial statements have been prepared in compliance with all material aspects of the applicable Accounting
Standards notified under Companies (Accounting Standards) Rules 2006 (as amended), the Guidelines issued by the
Reserve Bank of India ('RBI') from time to time and the provisions of the Companies Act, 2013 ( the Act) to the
extent applicable.
The financial statements are based on historical cost convention and are prepared on accrual basis, except where
impairment is made and revaluation is carried out.
The accounting policies have been consistently applied by the Company and are consistent with those used in the
previous year. Accounting Policies not specifically referred to otherwise, are consistent with generally accepted
accounting principles.

b. Use of estimates
The preparation of financial statements is in conformity with Indian Generally Accepted Accounting Principles which
requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those estimates and differences between actual
results and estimates are recognised in the periods in which the results are known / materialised.

c. Fixed assets and depreciation


Owned tangible assets
Tangible Fixed Assets are stated at original cost of acquisition less accumulated depreciation and impairment losses.
Cost comprises of all costs incurred to bring the assets to their present location and working condition.
Depreciation on tangible fixed assets is provided pro-rata basis for the period of use, on the Straight Line Method
(SLM), based on management's estimate of useful lives of the fixed assets, or at the rates prescribed in Schedule II to
the Act whichever is higher, as per the following table:

Asset Useful Life


Leasehold improvements 10 years or period of lease whichever is lower
Office equipments 5 years
Computers 3 years
Servers & Networks 6 years
Software 5 years
Motor Vehicles 5 years
Furniture and Fixtures 10 years
Assets costing ` 5,000/- or less are fully depreciated in the year of acquisition.

Owned intangible assets


Intangible fixed assets are stated at cost of acquisition or internal generation, less accumulated amortisation and
impairment losses. An intangible asset is recognised, where it is probable that the future economic benefits attributable
to the assets will flow to the enterprise and where its cost can be reliably measured. The Financial Statements
depreciable amount of the intangible assets is allocated over the best estimate of its useful life on a straight line basis.
The Company capitalises software and related implementation costs where it is reasonably estimated that the software
has an enduring useful life. Software is depreciated over management estimate of its useful life not exceeding 5 years.

Leased assets
Assets acquired under finance lease are accounted for at the inception of lease at the fair value of the assets or
present value of minimum lease payments whichever is lower. At the end of lease term, asset will revert back to the
lessor; hence they are fully depreciated on a straight line basis over the lease term or its useful life whichever is
shorter.

At the balance sheet date, assets held for disposal are valued at Written Down Value (WDV) or Net Realisable Value
(NRV), whichever is lower.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 58


d. Impairment of assets
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based
on internal / external factors. An asset is treated as impaired when the carrying cost of the assets exceed its
recoverable value. An impairment loss, if any, is charged to the profit and loss account in the year, in which an asset is
identified as impaired. Reversal of impairment losses recognised in prior years is recorded when there is an indication
that the impairment losses recognised for the assets no longer exist or have decreased.

e. Investments
Investments in Security Receipt (SR) are classified as available for sale category under current assets. They are valued
at lower of cost or realizable value. Latest available declared Net Asset Value (NAV) is considered to the realizable
value of these investments. In cases where NAV is not declared (since investment is within the planning period of 180
days from the date of acquisition of assets or finalization of resolution strategy, whichever is earlier) cost of SR is
considered as realizable value.
All these investments are aggregated for the purpose of arriving at net depreciation/ appreciation of investments under
the category. Net depreciation, if any shall be provided for and Net appreciation, if any, shall be ignored.

f. Revenue recognition
Accounting Standard 9 as notified by the Rules specifies that the amount of revenue arising on a transaction is usually
determined by agreement between the parties involved in the transaction. When uncertainties exist regarding
determination of the amount, these uncertainties may influence the timing of revenue recognition.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured with no significant uncertainty as to the ultimate collection. In case of significant
uncertainty as to the ultimate collection, revenue recognition is postponed till such uncertainty is removed.
i. Management fee:
Management fee from trusts is accrued as per terms of the relevant trust deed / offer document.
Management fee from borrowers/parties is accrued as per the terms of the relevant contract. However in
respect of such fees, the ultimate realization is tested for impairment and in case there are events which
suggest significant uncertainty as to the ultimate collection, revenue recognition is postponed to the extent of
the uncertainty involved. Revenue is such case is recognized only when such uncertainty is removed.
Unrealised management fees would be reversed/ provided in earlier of the following situations:
- If the management fees remain unrealized for more than 180 days from the end of the planning period,
wherever applicable or 180 days from the date of recognition in case of trusts where the planning period is
over , or

- NAV of the SRs of the trust fall below 50% of face value.

In respect of such trusts no further management fees is recognized unless it is realized.


ii. Any fee income other than (i) above (e.g. advisory fees, etc.) is recognised as per the terms of contract. However
in respect of such fees, the ultimate realization is tested for impairment and in case there are events which suggest
significant uncertainty as to the ultimate collection, revenue recognition is postponed to the extent of the uncertainty
involved. Revenue in such cases is recognized only when such uncertainty is removed.
iii. Outstanding management fee/ any other fee from borrowers/ parties remaining unpaid for more than 180 days is
provided/ reversed. In respect of such cases, no further fee is recognized unless it is realized.
iv. Additional realization of assets over acquisition price on redemption of SR is accounted for as per the terms of
relevant trust deed / offer document on actual distribution from the trust after full redemption of the SRs in the trust.

v. Income by way of yield on SRs is recognized on actual distribution from the trusts, after redemption of the principal
amount of each class of SRs as per the terms of the relevant trust deed / offer document.
vi. Interest income:
Interest on bank deposits placed with banks is accounted on accrual basis.
Interest on expenses incurred on behalf of trust(s) is accounted as per terms of the relevant trust deed and
offer document and is accrued where reasonable certainty exists with respect to its recovery. Outstanding
expenses would be reversed/ provided in earlier of the following situations:
- If the interest on expenses remain unrealized for more than 180 days from the end of the planning period,
wherever applicable or 180 days from the date of charging of such interest in case in trusts where the planning
period is over, or

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 59


- NAV of the SRs of the trust fall below 50% of face value.
Interest on restructuring is accrued as per contract, net of the proportionate share of expenses incurred and
management fees charged in the trust.
Interest on loan is accounted for as per the terms of the contract. In case interest / principal is overdue for more
than 180 days from the due date specified in the contract, the loan outstanding is classified as Non-Performing
Asset and provision is made as per the guidelines issued by the Reserve Bank of India. Unrealized interest on
loan is derecognized and further recognition is made only on realisation.

g. Employee Benefits

Defined contribution plan


The Company makes defined contribution to the provident fund, which is recognized in the profit and loss
account on an accrual basis.

Defined benefit plan


The Company's liabilities under the Payment of Gratuity Act are determined on the basis of actuarial valuation
made at the end of each financial year using the projected unit credit method. Actuarial gains and losses are
recognised in the statement of profit and loss account as income or expense respectively. Obligation is
measured at the present value of estimated future cash flows using a discounted rate that is determined by
reference to market yields on the date of balance sheet on government bonds where the currency and terms of
the government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

Short term employee benefits


Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss
account of the year in which the related services are rendered.

h. Expenses incurred for financial assets not acquired


Pre-acquisition expenses in case of acquisition of financial assets from banks/ FIs are recognized immediately in the
statement of profit and loss for the period in which such costs are incurred. Wherever subsequently the financial
assets are acquired in trust, such expenses are charged to the trust.

i. Expenses incurred by the Company on behalf of the trust

The expenses incurred on behalf of trusts are shown as 'Recoverable from Trusts' and grouped under
Advances recoverable in cash or in kind in the balance sheet. These expenses are reimbursed to the Company
in terms of the provisions of the relevant trust deed and offer document.
These expenses would be reversed/ provided in earlier of the following situations:
- If the expenses remain unrealized for more than 180 days from the end of the planning period, wherever
applicable or 180 days from the date of incurrence of such expenses in trusts where the planning period is
over, or
- NAV of the SRs of the trust fall below 50% of face value.

j. Foreign currency transactions


Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction.
Foreign currency monetary items are reported using closing rate of exchange at the end of the year. The
resulting exchange gain / loss is reflected in the profit and loss account. Other non-monetary items, like fixed
assets, investments in equity shares, are carried in terms of historical cost using the exchange rate at the date
of transaction. Premium / Discount, in respect of forward foreign exchange contract is recognised over the life
of the contract. Profit / Loss on cancellation / renewal of forward exchange contract is recognised as income /
expense for the year.

k. Taxation
.

Tax expense comprises current tax and deferred tax.


.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in
accordance with the provisions of Income Tax Act, 1961.
.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 60


Deferred tax for timing differences between the book and tax profits for the year is accounted for, using the tax
rates and laws that apply substantively as on the date of balance sheet. Deferred tax assets arising from timing
differences are recognised to the extent there is reasonable certainty that these would be realised in future.
.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the
taxes on income levied by same governing taxation laws.
.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises
unrecognised deferred tax assets to the extent that it has become reasonably certain, as the case may be that
sufficient future taxable income will be available against which such deferred tax assets can be realized. Any
such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case
may be, that sufficient future taxable income will be available.

l. Operating leases
Operating lease payments are recognised as expenditure in the profit and loss account on a straight line basis,
which is representative of the time pattern users benefit.

m. Provisions, contingent liabilities and contingent assets


Contingent Liabilities are possible but not probable obligations as on the balance sheet date, based on the
available evidence. Department appeals, in respect of cases won by the Company, are also considered as
Contingent Liabilities. Provisions are recognised when there is a present obligation as a result of past event; and it
is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. Provisions are determined based on best estimate required to settle the obligation at the
balance sheet date. Contingent assets are not recognized in the financial statements.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 61


Notes
To Financial Statements

2. NOTES TO FINANCIAL STATEMENTS


2.1 SHARE CAPITAL

As at As at
March 31, 2016 March 31, 2015
Authorised:
300,000,000 Equity Shares of ` 10/- each 3,000,000,000 3,000,000,000
150,000,000 Redeemable Preference Shares of `10/- each 1,500,000,000 1,500,000,000
Issued, Subscribed and Paid-up:
241,250,000 Equity shares of ` 10/- each fully paid-up 2,412,500,000 2,412,500,000

Total 2,412,500,000 2,412,500,000

Note a:

The Company has only one class of issued shares referred to as equity shares having a Face Value of ` 10/-. Each holder
of equity shares is entitled to one vote per share. The preference shares (not issued), forming part of Authorised Capital,
have a face value of `10/-. Each holder of such preference shares would be entitled to one vote per share on resolutions
placed which directly affects the rights of such preference shares.

Note b.

Equity Shares
As at March 31, 2016 As at March 31, 2015
Particulars
Number Amount Number Amount
` `
Shares outstanding at the beginning of the
year 241,250,000 2,412,500,000 210,000,000 2,100,000,000
Shares Issued during the year - - 31,250,000 312,500,000
Shares bought back during the year - - - -
Shares outstanding at the end of the year 241,250,000 2,412,500,000 241,250,000 2,412,500,000

Note c.
Shares in the Company held by each shareholder holding more than 5 percent shares:

As at March 31, 2016 As at March 31, 2015


Particulars No. of Shares No. of Shares
held % of Holding held % of Holding
Equity Shares:
JM Financial Limited 120,625,000 50.00% 120,625,000 50.00%
Mr Narotam S Sekhsaria 36,187,500 15.00% 36,187,500 15.00%
Indian Overseas Bank 21,000,000 8.70% 21,000,000 8.70%
Valiant Mauritius Partners FDI Ltd 20,320,238 8.42% 20,320,238 8.42%

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 62


Notes
To Financial Statements

2.2 RESERVES AND SURPLUS

As at March 31,

2016 As at March 31, 2015


` `

Surplus / (Deficit) in profit and loss account:


Opening balance 1,565,700,183 1,203,709,238
(+) Profit for the year 1,083,606,433 362,045,744
(-) Depreciation due to change in useful life - (54,799)
Closing balance 2,649,306,616 1,565,700,183

Securities Premium Account 187,169,949 187,500,000


Less: Premium utilized for share issue expenses - (330,051)
187,169,949 187,169,949

Total 2,836,476,565 1,752,870,132

2.3 LONG TERM BORROWINGS

As at March 31,

2016 As at March 31, 2015


` `
Secured:
Term Loans from Bank ( Refer note 2.29) - 225,000,000
(Secured by way of pledge of investments in security receipts)
Non-Convertible Debentures (Refer note 2.28 & 2.33) 3,500,000,000 4,500,000,000
(Secured by way of hypothecation of SRs and mortgage of land)
Long term maturities of finance lease obligations 2,755,987 4,312,180
(Secured by way of hypothecation of vehicles. The lease is
repayable on a monthly basis over a period of 48 months)

Total 3,502,755,987 4,729,312,180

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 63


Notes
To Financial Statements

2.4 LONG-TERM PROVISIONS

As at March 31,

2016 As at March 31, 2015


` `
For employee benefits - gratuity 5,052,503 4,334,361
Total 5,052,503 4,334,361

2.5 SHORT-TERM BORROWINGS

As at March 31, 2016 As at March 31, 2015


` `
Secured:
Term Loans from Bank ( Refer note 2.29) 300,000,000 75,000,000
(Secured by way of pledge of investments in security receipts)
Unsecured:
Other loans & advances

Commercial Papers 750,000,000 6,500,000,000


Less: Unamortised Interest on commercials papers (5,521,424) (180,628,018)
744,478,576 6,319,371,982
Inter Corporate Deposits 1,620,000,000 -
Total 2,664,478,576 6,394,371,982

2.6 TRADE PAYABLES

As at March 31, 2016 As at March 31, 2015


` `
Total outstanding dues to micro enterprises & small
enterprises - -
Total outstanding dues to creditors other than micro
& small enterprises 1,669,977 2,020,981
Total
1,669,977 2,020,981

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 64


Notes
To Financial Statements

2.7 OTHER CURRENT LIABILITIES

As at March 31, 2016 As at March 31, 2015


` `
Short term maturities of finance lease obligations
(Secured by way of hypothecation of vehicles) 2,328,887 1,459,247
Statutory dues 7,746,668 3,542,596
Secured working capital facilities from banks 1,474,749,817 10,308
(Secured by way of pledge of security receipts)
Provision for Taxation ( Net of Advance Tax) - 5,174,515
Employees benefits payable 167,257,466 95,731,000
Amounts collected on behalf of trusts 24,111,508 16,363,427
Interest accrued but not due 277,563,038 272,559,590
Other Liabilities 17,946,043 37,281,862
Total 1,971,703,427 432,122,545

2.8 SHORT-TERM PROVISIONS

As at March 31, 2016 As at March 31, 2015


` `
For employee benefits - gratuity 1,342,537 286,716
For employee benefits - compensated absences 4,261,435 3,432,384

Total 5,603,972 3,719,100

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 65


2.9 FIXED ASSETS (Amount in `)

GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

To Financial Statements
Notes
As at Additions As at Up to Upto As at As at
Disposals Additions Deductions
01.04.2015 for the year 31.03.2016 01.04.2015 31.03.2016 31.03.2016 31.03.2015
A) TANGIBLE
ASSETS:
Owned Assets:
Land & Building 310,000 - - 310,000 - - - - 310,000 310,000
Furniture & Fixtures 654,166 25,905 - 680,071 436,232 68,126 - 504,358 175,713 217,934
Office Equipments 2,938,117 1,571,668 - 4,509,785 2,478,890 365,196 - 2,844,086 1,665,699 459,227
Computers 5,876,784 3,669,722 - 9,546,506 3,569,240 2,078,819 - 5,648,059 3,898,447 2,307,544
Lease Hold
Improvements 639,048 21,018,407 - 21,657,455 - 3,743,099 - 3,743,099 17,914,357 639,048
Leased Assets:
Vehicles 6,624,737 1,895,556 - 8,520,293 1,076,234 2,863,834 - 3,940,068 4,580,225 5,548,503
(refer note below)
Total 17,042,852 28,181,259 - 45,224,110 7,560,596 9,119,074 - 16,679,670 28,544,441 9,482,256
B) INTANGIBLE
ASSETS:
Software 8,090,837 2,603,402 - 10,694,239 3,874,508 1,801,805 - 5,676,313 5,017,926 4,216,329
Total 8,090,837 2,603,402 - 10,694,239 3,874,508 1,801,805 - 5,676,313 5,017,926 4,216,329
C) INTANGIBLE
ASSETS UNDER
DEVELPOMENT
Development of
website 59,461 - 59,461 - - - - - - -
Total 25,193,150 30,784,660 59,461 55,918,349 11,435,104 10,920,879 - 22,355,983 33,562,367 13,698,585
Previous Year 21,784,251 8,995,727 5,586,827 25,193,150 11,652,272 5,314,861 5,532,030 11,435,104 13,758,046 10,131,978
Note: Vendor has lien over the assets taken on lease.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 66


Notes
To Financial Statements

2.10 DEFERRED TAX ASSETS (NET)

As at March 31, 2016 As at March 31, 2015


` `
Provision for receivables 72,198,574 -
Differences in the tax and books - written down value of fixed
assets (1,389,225) 155,453
Due under finance lease 174,650 75,772
Provision for gratuity 1,760,056 1,570,704
Preliminary expenses 2,059,661 2,697,174
Compensated absences 1,474,797 1,166,668
Share Issue Expenses 103,824 135,960
TOTAL 76,382,337 5,801,731

2.11 LONG TERM LOANS AND ADVANCES

As at March 31, 2016 As at March 31, 2015


` `
Other loans and advances
Secured, considered good:
Loan funds 299,500,000 116,642,857
Unsecured, considered good:
Staff loans 170,098 -
Advance Tax (Net of provisions) 18,674,886 -
Advance recoverable in cash or kind 117,520,507 43,470,717
Other deposits 30,259,607 2,539,369
466,125,098 162,652,943
Less: Provision for advances 117,520,507 43,470,717
Less: Provision for loans 99,500,000 49,750,000
Total 249,104,591 69,432,226

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 67


Notes
to Financial Statements

2.12 OTHER NON CURRENT ASSETS

As at March 31, 2016 As at March 31, 2015


` `
Long Term Trade Receivables
Trade Receivables outstanding for a period exceeding six months
from the date they are due for payment - -
Secured, considered good - -
Unsecured, considered good - 82,886,532
Unsecured, considered doubtful - -
Total - 82,886,532
Less: Provision for receivables - 82,886,532
Total - -

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 68


Notes
to Financial Statements

2.13 CURRENT INVESTMENT

As at March 31, 2016 As at March 31, 2015

Nos. of Nos. of
SR ` SR `
Other current investments Available for Sale
(Unquoted- valued at cost)
Investment in Security Receipts of the trusts
(Face Value `1,000/- each except otherwise stated)
1. JMFARC - BOB 2008 - Trust 111,600 111,600 111,600 111,600
(Face value ` 1/- each, Previous year ` 1/- each)
2. JMFARC-BOI 2009 Trust# 48,600 48,600,000 48,600 48,600,000
3. JMFARC-BOI 2009 I Trust*# 36,000 36,000,000 36,000 36,000,000
4. JMFARC - DB - ICICI Trust*# 115,000 115,000,000 115,000 115,000,000
5. JMFARC - DB - DCB Trust*# 7,500 7,500,000 7,500 7,500,000
6. JMFARC - DB - SBI Trust*# 61,000 61,000,000 61,000 61,000,000
7. JMFARC -Jord - SUUTI Trust*# 8,000 8,000,000 8,000 8,000,000
8. JMFARC - Pasupati - SASF Trust*# 250,000 40,000,000 250,000 40,000,000
(Face value `160/- each, Previous year ` 160/-
each)
9. JMFARC -Central bank - Tube Trust*# 50,000 50,000,000 50,000 50,000,000
10. JMFARC -UTI - Tube Trust*# 6,000 6,000,000 6,000 6,000,000
11. JMFARC - Yarn 2010 Trust*# 100,000 32,715,898 100,000 32,715,898
(Face value ` 327/- each, Previous year ` 327 /-
each)
12. JMFARC - SASF Tube Trust*# 62,000 62,000,000 62,000 62,000,000
13. JMFARC - SME Retail 2011 - Trust 13,365 13,365 13,365 13,365
(Face value ` 1/- each, Previous year ` 1/-each)
14. JMFARC-IOB March 2011-Trust*# 376,500 293,239,372 376,500 310,070,980
(Face value - Class A SRs ` 703/- each, Class B
SRs ` 1000/- each, Previous year Class A SRs `
763/- each, Class B SRs ` 1000/- each)
15. JMFARC-UCO Bank March 2011-Trust 16,500 16,500,000 16,500 16,500,000
16. JMFARC-IOB II March 2011-Trust# 110,000 108,168,208 110,000 109,425,113
(Face value - Class A SRs ` 982/- each, Class B
SRs ` 1000/- each, Previous year Class A SRs `
995/- each, Class B SRs ` 1000/- each)
17. JMFARC-Central Bank Retail 2011-Trust 88,872 37,714,631 88,872 44,314,669
(Face value ` 424/- each, Previous year ` 443/-
each)

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 69


18. JMFARC-Retail June 2011-Trust 469,884 469,884 469,884 469,884
(Face value - ` 1/- each for Series I, II and III
respectively, Previous year Face value - Series I
SRs ` 1/- each, Series II SRs ` 1/- each, Series III
SRs ` 1/-each)
19. JMFARC-Retail Aug 2011-Trust 7,039 7,039 7,039 7,039
(Face value ` 1/- each, Previous year ` 1/- each)
20. JMFARC-Swarna 2011-Trust# 72,199 72,199,000 72,199 72,199,000
(Face value - Class A ` Nil, Class B ` 1000/-,
Previous Year Class A ` Nil Class B ` 1000/-each)
21. JMFARC-Synthetic Rubber 2012-Trust 14,962 14,962 14,962 14,962
(Face value ` 1/- each, Previous year ` 1/-each)
22. JMFARC-Swarna II 2012-Trust*# 78,700 54,104,595 78,700 54,104,595
(Face value - Class A ` 628/-, Class B ` 1000/-,
Previous Year Class A ` 628/-, Class B ` 1000/-
each)
23. JMFARC-Kruti 2012-Trust*# 564,587 564,587 564,587 564,587
(Face value ` 1/- each, Previous year ` 1/- each)
24. JMFARC Green December 2012 - Trust 23,945 23,945,000 23,945 23,945,000
25. JMFARC Media 2013- Trust 12,500 12,500,000 12,500 12,500,000
26. JMFARC Kruti II 2013- Trust*# 686,600 464,366,166 686,600 474,597,816
(Face value ` 676/- each, Previous year ` 691/-
each)
27. JMFARC Media II 2013- Trust*# 34,030 34,030,000 34,030 34,030,000
28. JMFARC Federal Bank March 2013- Trust 70,000 54,928,650 70,000 58,358,650
(Face value ` 785/- each, Previous year ` 834/-
each)
29. JMFARC Textile 2013- Trust# 91,000 91,000 91,000 91,000,000
(Face value ` 1/- each, Previous year ` 1000/-
each)
30. JMFARC Central India 2013- Trust*# 289,360 289,360,000 289,360 289,360,000
31. JMFARC Corp I 2013- Trust*# 93,000 40,452,000 93,000 40,452,000
(Face value ` 435/- each, Previous year ` 435/-
each)
32. JMFARC Corp II 2013- Trust*# 58,800 58,800,000 58,800 58,800,000
33. JMFARC Corp Textile 2013- Trust*# 150,000 150,000,000 150,000 150,000,000
34. JMFARC-Corp Apparel 2013-Trust*# 120,000 120,000 120,000 94,443,000
(Face value ` 1/- each, Previous year ` 787/- each)
35. JMFARC Corp Biotech 2013- Trust*# 114,000 114,000,000 114,000 114,000,000
36. JMFARC-Stancy Textile 2013-Trust 1,000 1,000 1,000 1,000
(Face value ` 1/- each, Previous year ` 1/- each)
37. JMFARC-Fed Textile 2013-Trust 8,820 8,820,000 8,820 8,820,000
38. JMFARC-Hospitality 2013-Trust*# 107,294 107,294,000 107,294 107,294,000
39. JMFARC-BOI Textile 2013-Trust# 41,000 41,000,000 41,000 41,000,000
40. JMFARC-OBC March 2014-Trust# 34,500 34,500,000 34,500 34,500,000
41. JMFARC-Dena Bank March 2014-Trust# 67,000 67,000,000 67,000 67,000,000

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 70


42. JMFARC-UCO March 2014-Trust# 462,500 387,086,000 462,500 397,786,000
(Face value ` 837/- each, Previous year ` 860/-
each)
43. JMFARC-Gelatine March 2014-Trust*# 628,672 510,272,000 628,672 572,772,000
(Face value ` 812/- each, Previous year ` 911/-
each)
44. JMFARC-Fed Gelatine March 2014-Trust 17,500 17,500,000 17,500 17,500,000
45. JMFARC-SBI March 2014 I-Trust# 173,750 168,687,500 173,750 173,000,000
(Face value ` 971/- each, Previous year ` 996/-
each)
46. JMFARC-SBI March 2014 II-Trust# 45,250 45,250,000 45,250 45,250,000
47. JMFARC-Cosmos March 2014-Trust# 154,500 120,942,421 154,500 138,285,000
(Face value ` 783/- each, Previous year ` 895/-
each)
48. JMFARC-Indian Bank March 2014-Trust# 44,500 44,500,000 44,500 44,500,000
49. JMFARC-Petro BOB 2014-Trust*# 135,500 103,460,701 135,500 129,847,553
(Face value ` 764/- each, Previous year ` 958/-
each)
50. JMFARC-Petro UCO 2014-Trust*# 140,000 106,896,665 140,000 134,159,834
(Face value ` 764/- each, Previous year ` 958/-
each)
51. JMFARC-Petro CBOI 2014-Trust*# 51,500 39,322,703 51,500 49,351,653
(Face value ` 764/- each, Previous year ` 958/-
each)
52. JMFARC-OBC March 2014 II Trust 4,760 4,643,000 4,760 4,743,000
(Face value ` 975/- each, Previous year ` 996/-
each)
53. JMFARC-BOI March 2014 II Trust# 215,750 215,750,000 215,750 215,750,000
54. JMFARC-UBOI March 2014-Trust# 66,750 66,750,000 66,750 66,750,000
55. JMFARC-OBC June 2014-Trust 8,915 8,915,000 8,915 8,915,000
56. JMFARC-Hotels June 2014-Trust # 6,528,223 3,286,587,193 8,648,223 8,648,223,000
(Face value - Class A ` 273/-, Class B ` 1000/-,
Previous Year Class A `1000/-, Class B ` 1000/-
each)
57. JMFARC-Vijaya Bank June 2014-Trust 25,360 25,360,000 25,360 25,360,000
58. JMFARC-Indian Bank June 2014-Trust# 32,200 32,200,000 32,200 32,200,000
59. JMFARC-SBI Ceramics June 2014-Trust# 156,000 153,502,800 156,000 153,502,800
(Face value ` 984/- each, Previous year ` 984/-
each)
60. JMFARC-Central Bank of India June 2014-
Trust 32,000 32,000,000 32,000 32,000,000
61. JMFARC-UBOI June 2014-Trust# 59,915 59,915,000 59,915 59,915,000
62. JMFARC - ICICI Bank July 2014 -Trust* 20,000 15,574,000 20,000 18,270,000
(Face value ` 779/- each, Previous year ` 914)
63. JMFARC - LVB Ceramics September 2014 -
Trust 27,900 27,900,000 27,900 27,900,000
64. JMFARC - CSB Ceramics September 2014 -
Trust* 32,625 32,625,000 32,625 32,625,000

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 71


65. JMFARC - Karnataka Bank December 2014 -
Trust# 172,500 172,500,000 172,500 172,500,000
66. JMFARC - SBOP Ceramics December 2014 -
Trust 11,850 11,850,000 11,850 11,850,000
67. JMFARC - SBH Ceramics December 2014 -
Trust* 60,000 60,000,000 60,000 60,000,000
68. JMFARC - SBT Ceramics March 2015 -Trust* 23,250 23,250,000 23,250 23,250,000
69. JMFARC - SBI Steel March 2015 -Trust# 93,150 93,150,000 93,150 93,150,000
70. JMFARC - Axis Bank Cement March 2015 -
Trust* 230,000 230,000,000 230,000 230,000,000
71. JMFARC - SBM Ceramics March 2015 -Trust* 12,750 12,750,000 12,750 12,750,000
72. JMFARC -Karnataka Bank Cement March 15-
Trust* 49,500 49,500,000 49,500 49,500,000
73. JMFARC Vijaya Bank Ceramics March 15-
Trust* 27,000 27,000,000 27,000 27,000,000
74. JMFARC -ICICI Bank Cement June 2015-Trust 170,500 170,500,000 - -
75. JMFARC -SBH Cement June 2015-Trust# 66,000 66,000,000 - -
76. JMFARC -United Bank Textile Sept 2015-Trust# 27,075 27,075,000 - -
77. JMFARC -United Bank Cement Sept 2015-
Trust# 180,000 180,000,000 - -
78. JMFARC - CSB September 2015-Trust*# 63,000 62,092,500 - -
(Face value ` 986/- each, Previous year ` Nil)
79. JMFARC - Corp Bank Ceramics Sept 2015-
Trust# 46,065 46,065,000 - -
80. JMFARC - PNB Ceramics November 2015-
Trust* 401,640 401,640,000 - -
81. JMFARC - PNB December 2015-Trust# 24,765 24,765,000 - -
82. JMFARC - SBOP Geometric Trust 61,560 61,560,000 - -
83. JMFARC - SBH December 2015-Trust# 73,380 73,380,000 - -
84. JMFARC - Dena Ceramics January 2016 Trust# 15,750 15,750,000 - -
85. JMFARC - ICICI Geometric Trust# 61,500 61,500,000 - -
86. JMFARC - Axis Bank February 2016 Trust# 87,500 87,500,000 - -
87. JMFARC- OBC March 2016- Trust# 72,000 72,000,000 - -
88. JMFARC- OBC Cement 2016- Trust# 49,700 49,700,000 - -
89. JMFARC - IDBI Ceramics March 2016 Trust 57,180 57,180,000 - -
90. JMFARC- Exim Ceramics March 2016 Trust# 17,101 17,101,000 - -
91. JMFARC- UCO Geometric March 2016 Trust 88,965 88,965,000 - -
92. JMFARC- UBOI Steel March 2016 Trust 63,000 63,000,000 - -
93. JMFARC- KVB March 2016 Trust# 355,095 355,095,000 - -
94. JMFARC- KVB Iris II March 2016 Trust 37,500 37,500,000 - -
95. JMFARC- Indian Bank March 2016 Trust# 97,515 97,515,000 - -
96. JMFARC- Indian Bank I March 2016 Trust# 16,010 16,010,000 - -
97. JMFARC- IOB March 2016 Trust# 50,250 50,250,000 - -
98. JMFARC- Federal Bank March 2016 Trust 73,350 73,350,000 - -
99. JMFARC- Iris March 2016 Trust# 1,000,165 1,000,165,000 - -
100. JMFARC- Exim Iris March 2016 Trust 60,000 60,000,000 - -
101.JMFARC - Axis Iris March 2016 Trust 150,000 150,000,000 - -
102. JMFARC- Axis Iris II March 2016 Trust# 60,000 60,000,000 - -

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 72


103. JMFARC-SHREE RAMA - Trust - - 5,518 250,000
(Face value Nil, Previous year ` 45/-each)
104. JMFARC-Petrochemicals 2012-Trust - - 190,000 121,645,797
(Face value Nil, Previous year ` 640/- each)
105. JMFARC-UCO Bank 2010-Trust - - 31,500 31,500
(Face value Nil, Previous year ` 1/- each)
12,262,429,440 14,605,246,295
Less: Provision for impairment of investments - -
Total 12,262,429,440 14,605,246,295
As at As at
Notes: 31.03.2016 31.03.2015
1. Aggregate value of Cost ` Cost `

Unquoted Investments 12,262,429,440 14,605,246,295

*Pledged with banks as security for bank overdraft / cash credit/ short term loan limit
# hypothecated in favour of debenture trustee as security of NCDs issued

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 73


Notes
to Financial Statements

2.14 TRADE RECEIVABLES

As at March 31, 2016 As at March 31, 2015


` `
Trade receivables outstanding for a period exceeding six months
from the date they are due for payment
Unsecured, considered good 7,239,510 204,610,859
7,239,510 204,610,859
Outstanding for a period less than six months from the date they
are due for payment
Unsecured, considered good 328,493,868 417,381,226
328,493,868 417,381,226

Total 335,733,378 621,992,085

2.15 CASH AND BANK BALANCES

As at March 31, 2016 As at March 31, 2015


` `

Cash and cash equivalents


Balances with banks
In Current Accounts 23,405,465 13,726,654
In Deposit Accounts (with maturity below 3 months) - 50,100,000
23,405,465 63,826,654

Other bank balances - -

Total 23,405,465 63,826,654

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 74


Notes
to Financial Statements

2.16 SHORT-TERM LOANS AND ADVANCES

As at March 31, 2016 As at March 31, 2015


` `

Secured considered good:


Loan Funds 377,677,889 247,247,805
Unsecured considered good:
Staff Loans 599,044 300,750
Advances recoverable in cash or in kind or for value to be
received 39,862,060 74,955,048

Others 1,484,436 28,690,641

Total 419,623,429 351,194,244

2.17 REVENUE FROM OPERATIONS

For the year ended For the year ended


March 31, 2016 March 31, 2015
` `

Operating revenue
Management and advisory fees 812,423,908 1,174,344,099
(Management fees during the year is net of reversals as
per RBI
Guidelines)
Recovery Incentive fees 219,205,053 26,155,850
Interest income on restructuring 343,745,983 692,441,245
Interest income on loans 51,565,163 114,649,823
Profit on redemption / sale of security receipts 1,664,436,041 98,893,845

Other operating revenue


Interest income on funded expenses 3,640,450 5,178,008
Earlier year provision on receivables/ advances written
back 82,913,989 27,756,143

Total 3,177,930,587 2,139,419,013

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 75


Notes
to Financial Statements

2.18 OTHER INCOME

For the year ended For the year ended


March 31, 2016 March 31,2015
` `
Interest income on fixed deposit 11,601,737 3,712,567
Other non-operating income 730,747 380,469
Total 12,332,484 4,093,036

2.19 EMPLOYEE BENEFITS EXPENSE

For the year ended For the year ended


March 31, 2016 March 31, 2015
` `
Salaries, Bonus and Allowances 255,292,547 161,077,249
Contribution to Provident Fund and Other Funds 4,806,174 3,684,172
Gratuity 918,463 1,853,078
Staff Welfare 10,279,182 5,803,291
Total 271,296,366 172,417,790

2.20 FINANCE COSTS

For the year ended For the year ended


March 31, 2016 March 31, 2015
` `
Interest Expense 968,734,364 1,120,466,712
Other borrowing costs 20,87,500 12,685,377
Total 970,821,864 1,133,152,089

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 76


Notes
to Financial Statements

2.21 PROVISION / WRITE OFF FOR RECEIVABLES, LOANS AND ADVANCES

For the year ended For the year ended


March 31, 2016 March 31, 2015
` `
INVESTMENTS
Provision for receivables and advances 74,077,247 52,318,151
Write off/Reversal of Interest 128,215,534 -
Provision for loans 49,750,000 39,800,000
Total 252,042,781 92,118,151

2.22 OTHER EXPENSES

For the year ended For the year ended


March 31, 2016 March 31, 2015
` `
Space and other related cost 27,099,012 22,805,290
Rates & taxes 6,096,001 29,888,123
Insurance premium 1,278,856 1,147,861
Communication expenses 1,014,899 806,229
Repairs and maintenance 4,037,555 3,178,786
Professional fees 5,744,470 8,804,776
Auditors Remuneration
-as auditor 561,750 477,810
-as tax auditor 21,400 21,236
-for management services (limited review) 128,400 127,416
Support service charges 19,299,694 19,112,400
Membership & Subscription 625,776 257,233
Travelling expenses 909,137 3,144,015
Electricity 3,354,135 2,382,258
Printing and stationery 1,187,624 770,747
Directors fees and commission 6,000,000 27,935,000
Donation 16,300,000 13,300,000
Miscellaneous expenses 7,647,765 5,612,542
Total 101,306,474 139,771,722

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 77


Notes
to Financial Statements

2.23 Earning per share

Earning per share is calculated by dividing the profit attributable to the equity shareholders by the weighted
average number of equity shares outstanding during the year, as under:

For the year ended For the year ended


Particulars March 31, 2016 March 31, 2015
` `
Profit attributable to the equity shareholders for the purpose of 1,083,606,433 362,045,744
basic/ diluted earnings per share (`)
Weighted average number of equity shares outstanding during 241,250,000 226,352,740
the year for basic/ diluted earnings per share
Basic/ diluted earnings per share (`) 4.49 1.60
Nominal value per share (`) 10 10

2.24 Expenditure in Foreign Currency

For the year ended For the year ended


Particulars March 31, 2016 March 31, 2015
` `
Staff Welfare Expenses (`) 260,796 24,060
Car Hire Charges (` ) - 20,299
Total 260,796 44,359

2.25 Capital Commitments

For the year ended For the year ended


Particulars March 31, 2016 March 31, 2015
` `
Estimated amount of contracts remaining to be executed on
Capital Account and not provided for (`) - 15,688,597

2.26 The Company does not have any pending litigations which would impact its financial position

2.27 The Company have been sanctioned overdraft/cash credit/short term loan limits of ` 3,050,000,000 by
scheduled banks secured against pledge of investments in security receipts. The Company has also issued
Listed Non - Convertible Debentures of ` 3,500,000,000 which are secured against first charge on land and
hypothecation of security receipts

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 78


Notes
to Financial Statements

2.28 Maturity Profile and rate of interest of Non-Convertible Debentures (NCD) face value of ` 1,000,000/- each

(Amount in `)

Particulars Non-Current Current


Current Year Previous Current Year Previous
Year Year
11.75% Tranche I NCD - 1,000,000,000 - -
redeemable in the year 2017-18
*
12% Tranche II NCD 1,000,000,000 1,000,000,000 - -
redeemable in the year 2017-18
13% NCD redeemable in the 1,000,000,000 1,000,000,000 - -
year 2019-20 #
12% Tranche III NCD 1,000,000,000 1,000,000,000 - -
redeemable in the year 2017-18
11.50% Tranche IV NCD 500,000,000 500,000,000 - -
redeemable in the year 2018- 19
Total 3,500,000,000 4,500,000,000
**The Company has repaid the NCDs in the current year by exercising Put / call option as per the terms of the NCDs.
# Call option to the Company after 3 years

2.29 Maturity Profile and rate of interest of Term Loans


(Amount in `)

Financial Year Rate of Interest # Current Year Previous Year

2016-17 11.65% 300,000,000 300,000,000


Total 300,000,000 300,000,000
# sanctioned rate of interest is base rate plus 1.25% (currently 11.65%)

2.30 Segment Reporting

The Company operates in one business segment, viz. asset reconstruction and one geographical segment,
hence there are no reportable segments.

2.31 Leases

a) Finance Lease

The Company has acquired vehicles under the finance lease agreement. The tenure of the lease agreements
ranges between 36 and 60 months with an option to prepayment/foreclosure.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 79


Notes
to Financial Statements

The minimum lease rentals outstanding with respect to these assets are as under:
(Amount in `)

Total minimum Present value Total minimum Present value


Lease Lease
lease payment of the lease payment of the
finance finance
Particulars outstanding as minimum lease outstanding as minimum lease
charges charges not
at March 31, payment as at at March 31, payment as at
not due due
2016 March 31, 2016 2015 March 31, 2015
Not later 2,902,260 573,373 2,328,887 2,180,028 720,781 1,459,247
than 1 year
Later than 1 3,063,320 309,107 2,754,213 5,125,724 813,544 4,312,180
year but not
later than 5
years
Later than 5 - - - - - -
years
Total 5,965,580 882,480 5,083,100 7,305,752 1,534,325 5,771,427

b) Operating Lease

The current office premises of the Company is under operating lease upto March 31, 2020. The Company has also
taken an additional premise in Mumbai under operating lease upto August 31, 2019 and an additional premise in
Bangalore under operating lease upto June 14, 2024.

The minimum lease rentals outstanding with respect to these assets are as under:

(Amount in `)

Total lease payments Total lease payments


Particulars outstanding as at outstanding as at
March 31, 2016 March 31, 2015
Not later than 1 year 25,149,960 24,282,875
Later than 1 year but not later than 5 years 73,402,672 107,432,850
Later than 5 years 1,440,005 -
Expenditure debited to profit & loss account 26,231,343 24,078,673

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 80


Notes
to Financial Statements

2.32 Employee benefits

A. Defined benefit plans

a) Gratuity

(Amount in `)

Amount recognised in the balance sheet with For the year ended For the year ended
respect to gratuity March 31, 2016 March 31, 2015

Present value of the defined benefit obligation at the 6,395,040 4,621,077


year end
Fair value of plan assets - -
Net liability 6,395,040 4,621,077

(Amount in `)

Amount recognised in salary, wages and


For the year ended For the year ended
employee benefits in the profit and loss account
March 31, 2016 March 31, 2015
with respect to gratuity
Current service cost 651,953 582,811
Interest on defined benefit obligations 410,374 379,915
Expected return on plan assets - -
Net actuarial (gain) loss recognised during the year (143,864) 890,352
Past service cost - -
Net gratuity cost 918,463 1,853,078

(Amount in `)

Reconciliation of present value of the obligation For the year ended For the year ended
and the fair value of the plan assets: March 31, 2016 March 31, 2015

Opening defined benefit obligation 4,621,077 3,721,028


Current service cost 651,953 582,811
Interest cost 410,374 379,915
Actuarial (gain)/loss (143,864) 890,352
Past service cost - -
Liability assumed on acquisition/(settled on 1,309,348 -
divestiture)
Benefits paid (453,848) (953,029)
Closing defined benefit obligation 6,395,040 4,621,077

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 81


Notes
to Financial Statements

(Amount in `)

Change in fair value of plan assets For the year ended For the year ended
March 31, 2016 March 31, 2015

Opening fair value of the plan assets - -


Expected return on plan assets - -
Actuarial (gain)/loss - -
Contributions by the employer
453,848 953,029
Benefits paid (453,848) (953,029)
Closing fair value of the plan assets - -

(Amount in `)

Investment details of plan assets For the year ended For the year ended
March 31, 2016 March 31, 2015

Investment details of plan assets - -

(Amount in `)

Principal actuarial assumptions at the balance For the year ended For the year
sheet date March 31, 2016 ended
March 31, 2015
Discount rate 7.95% 8.00%
Estimated rate of return on plan assets - -
Retirement age 60 years 60 years
Salary escalation 7.00% 7.00%

Valuation assumptions

The estimates of future salary increases, takes into account inflation, seniority, promotion and other
relevant factors.
The above information is certified by the actuary.

b) Compensated absences

As per Companys policy, provision of ` 4,261,435/- (previous year ` 3,432,384/-) has been made towards
compensated absences, calculated on the basis of unutilised leave as on the last day of the financial year.

B. Defined contribution plans


Amount recognised as an expense and included in the Contribution to provident fund & other funds `
4,806,174/- (previous year ` 3,684,172/-).

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 82


Notes
to Financial Statements

2.33 Sub-Rule 7 of Rule 18 of the Companies (Share Capital and Debenture) Rules 2014 requires companies to
create Debenture Redemption Reserve ('DRR') for the purpose of redemption of debentures. The said Rule,
inter alia, provides that no DRR is required to be created by NBFCs registered with RBI under Section 45-IA in
case of privately placed debentures.

The Company, though an NBFC, is also a Securitisation and Reconstruction Company ('SCRC') registered
with RBI under Sectio 3 of the SARFAESI Act 2002. The Securitisation Companies and Reconstruction
Companies (Reserve Bank) Guidelines and Directions, 2003 as amended, inter alia, specifies that the
provisions of Section 45-IA of RBI Act, 1934 relating to registration shall not apply to an NBFC, which is a
SCRC registered with the RBI under Section 3 of SARFAESI Act, 2002. The aforesaid sub-rule, on the similar
grounds, also exempts Housing Finance Companies from the requirement of creating DRR. In view of these
provisions and background, the management of the Company believes that requirement of creating DRR is not
applicable to SCRC. Hence no DRR is created by the Company for the Debentures issued by it during the
year under report in the financial statements for the financial year 2015-16.

Additionally, the Company has written to the Ministry of Corporate Affairs to issue the necessary clarification
with regard to the above for which the response is awaited.

2.34 Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read
with schedule VII thereof)

(a) Gross amount required to be spent by the Company during the year ` 13,800,000/- (previous year,
` 11,300,000/-)

(b) Amount spent and paid during the year by way of donations to charitable trusts ` 13,800,000/-(previous
year, ` 11,300,000/-)

2.35 "Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the
current year's classification / disclosure.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 83


Additional disclosure:

The following additional disclosures have been made taking into account RBI guidelines in this regard:

a) Name and address of the banks / financial institutions from whom financial assets were acquired and the
values at which such assets were acquired from each such bank/ financial institutions.

Name of the selling bank/ Acquisition cost


Address % to total
financial institution `
Sponsors
Indian Overseas Bank * 763, Anna Salai, Chennai 8,279,100,000 7.51%
Sponsors Total 8,279,100,000 7.51%
Non- Sponsors
State Bank of India State Bank Bhavan, Corporate 14,539,694,000 13.19%
Centre, Madame Came Marg,
Mumbai, Maharashtra 400
021
Bank of India Star House, C-5, G Block, 11,784,080,000 10.69%
Bandra Kurla Complex, Bandra
(East), Mumbai - 400051
UCO Bank Biplabi Trailokya Maharaj 10,391,600,000 9.42%
Sarani, Kolkata - 700001
Syndicate Bank Maker Tower E, II Floor, Cuffe 9,170,000,000 8.32%
Parade, Colaba, Mumbai -
400005
Union Bank of India Union Bank Bhavan, 239 6,218,500,000 5.64%
Vidhan Bhavan Marg, Mumbai -
400021
Punjab National Bank 7, Bhikhaji Cama Place, New 3,520,641,000 3.19%
Delhi
Central Bank of India Chandermukhi, Nariman Point, 3,514,034,000 3.19%
Mumbai 400021
EXIM Bank Centre One Building, Floor 21, 3,252,501,000 2.95%
World Trade Centre Complex,
Cuffe Parade, Mumbai -
400005
Cosmos Co-operative Bank Cosmos Heights, 269/270 3,090,000,000 2.80%
Ltd Shaniwar Peth,
Pune - 411030
Karur Vysya Bank Erode Road, Karur - 639002 2,810,000,000 2.55%

Vijaya Bank 41/2 M. G. Road, Bangalore - 2,557,462,102 2.32%


560001
ICICI Bank ICICI Bank Towers, Bandra- 2,542,700,000 2.31%
Kurla Complex, Mumbai 400
051
Federal Bank Federal Towers, Aluva, 2,448,000,000 2.22%
Ernakulum, Kerala - 683101
State Bank of Mysore P.B. No. 9727, Kempe Gowda 2,396,000,000 2.17%
Road, Bangalore - 560009
State Bank of Hyderabad Head Office- Gunfoundry, 2,340,100,000 2.12%
Hyderabad - 500001

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 84


Bank of Baroda Kalpataru Heritage Building, 2,263,100,000 2.05%
6th floor, Nanik Motwani Lane,
Fort, Mumbai - 400023
Indian Bank 254-260, Avvai, Shanmugam 2,223,010,000 2.02%
Salai, Royapettah, Chennai -
600014
Oriental Bank of Commerce Harsh Bhavan, E- Block, 1,769,200,000 1.60%
Connaught Place, New Delhi -
110001
State Bank of Travancore 34, Poojapura, 1,617,500,000 1.47%
Thiruvananthapuram - 695012
Axis Bank Maker Towers F, 13th Floor, 1,514,750,000 1.37%
Cuffe Parade, Mumbai -
400005
Karnataka Bank Mahavira Circle, Kankanadi, 1,505,100,000 1.37%
Mangalore - 575002
IDBI Bank IDBl Tower, WTC Complex, 899,900,000 0.82%
Cuffe Parade, Mumbai 400005
Corporation Bank Mangladevi Temple Road, 842,900,000 0.76%
Mangalore - 575 001
State Bank of Bikaner & Tilaknagar, Jaipur - 302005 833,500,000 0.76%
Jaipur
South Indian Bank SIB House, Mission Quarters, 793,300,000 0.72%
T B Road, Thrissur, Kerala -
680001
Canara Bank 112 J. C. Road, Bangalore 715,520,000 0.65%

State Bank of Patiala The Mall, Patiala - 147105 686,526,000 0.62%

Catholic Syrian Bank CSB Bhavan, St. Mary's 637,500,000 0.58%


College Road, Thrissur,
Sicom Ltd Solitaire Corporate Park, 628,672,560 0.57%
Building No 4, Andheri Kurla
Road, Chakala, Andheri (East),
Mumbai - 400093
ICICI Bank ICICI Bank Towers, Bandra- 600,500,000 0.54%
Kurla Complex, Mumbai 400
051
Yes Bank 9th floor Nehru Centre, Worli, 544,500,000 0.49%
Mumbai - 400018
HSBC 52/60, M. G. Road, Fort, 490,288,000 0.44%
Mumbai - 400001
United Bank of India 11, Hemanta Basu Sarani, 360,500,000 0.33%
Kolkata
Lakshmi Vilas Bank LVB House,4/1,Sardar Patel 346,700,000 0.31%
Road,
guindy,Chennai - 600032.
Tamil Nadu
Indian Overseas Bank 763, Anna Salai, Chennai 335,000,000 0.30%

Stressed Asset Stabilisation IDBl Tower, 10th Floor, WTC 312,000,000 0.28%
Fund Complex, Cuffe Parade,
Mumbai 400005
Ratnakar Bank One India Bulls Center, Tower 250,000,000 0.23%
2 , 6th Floor,841, Senapati
Bapat Marg,Lower Parel
(W),Mumbai 400013
Dena Bank C -10, G Block, Bandra Kurla 247,916,048 0.22%
Complex, Mumbai - 400051
HUDCO HUDCO Bhawan, Core-7- 213,444,661 0.19%
A,India Habitat Centre,Lodhi

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 85


Road, New Delhi - 110 003

Bank of Bahrain & Kuwait Jolly Maker Chamber, 2, 191,909,236 0.17%


B.S.C Ground Floor, Nariman point,
Mumbai - 400021
Deutsche Bank DB House, Hazarimal Somani 183,500,000 0.17%
Marg, Fort, Mumbai 400001
Allahabad Bank 2, Netaji Subhash Road, 137,300,000 0.12%
Kolkata - 700001
Specified Undertaing of UTI UTI Tower, G Block, Bandra 73,000,000 0.07%
Kurla Complex, Bandra (East),
Mumbai - 400051
Rupee Co-operative Bank 2062, Sadashiv Peth, Astang 60,000,000 0.05%
Ayurved Building, Pune-
411030
BNP Paribas Unit No 203, Sakar II, 33,870,000 0.03%
Ellisbridge, Ahmedabad
380006
Standard Chartered Bank 23, Narain Manzil, 25,930,000 0.02%
Barakhamba Road, New Delhi-
110001
The Saraswat Co-op Bank Mittal Court 'A' Wing 1st Floor, 19,100,000 0.02%
Ltd Nariman Point, Mumbai -
400004
Dhanlakshmi Bank Dhanalaxmi Buildings, 15,900,000 0.01%
Naickanal, Thrissur, Kerala -
680001
The Nashik Road Deolali Kalpavruksha, Aashanagar, 15,000,000 0.01%
Vyapari Sahakari Bank Ltd Nashikroad, Nashik,
Maharashtra - 422101
Life Insurance Corporation of Yogakshema, Jeevan Bima 14,962,620 0.01%
India Marg, Mumbai - 400021
UTI Mutual Fund UTI Tower, Gn Block, Bandra 6,000,000 0.01%
Kurla Complex, Bandra (East)
400051
Non Sponsors Total 101,983,111,227 92.49%

Grand Total 110,262,211,227 100.00%


* Indian Overseas Bank has ceased to be a sponsor with effect from September 22, 2015. Hence, subsequent
acquisitions from the same bank have been grouped in Non-Sponsor acquisitions.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 86


b) Dispersion of various assets industry wise.

Industry Acquisition Price in ` % to total


Hospitality 42,534,268,000 38.58%
Pharmaceuticals 11,152,161,786 10.11%
Textiles 9,450,978,747 8.57%
Ceramics 7,680,601,000 6.97%
Real Estate 7,261,261,707 6.59%
Iron & Steel 4,835,100,000 4.39%
Plywood/ laminates 2,577,600,000 2.34%
Airlines 2,387,500,000 2.17%
Retail 2,372,148,315 2.15%
Chemicals 1,937,455,578 1.76%
Cement 1,473,200,000 1.34%
Media 1,397,103,106 1.27%
Trading 1,308,306,199 1.19%
Information Technology 1,264,626,000 1.15%
Leather 1,071,500,000 0.97%
Metals 970,700,000 0.88%
Plastics 927,900,000 0.84%
Packaging 927,853,456 0.84%
Food Products 878,247,208 0.80%
Infrastructure 786,800,000 0.71%
Healthcare 767,500,000 0.70%
Paper 717,900,000 0.65%
Engineering 675,300,000 0.61%
Poultry 564,429,347 0.51%
Plantation 476,254,195 0.43%
Power 429,200,000 0.39%
Transportation 387,400,000 0.35%
Electronic 374,845,805 0.34%
Education 338,369,780 0.31%
Agro Products 291,300,000 0.26%
Gems & Jewellery 177,700,000 0.16%
Alcohol 104,500,000 0.09%
Paints 69,100,000 0.06%
Others 1,693,101,000 1.54%
Grand Total 110,262,211,227 100.00%

c) The above table (b) has been prepared by management and the same has been relied upon by the auditors.

d) The acquisition price in the tables (a) and (b) above includes financial assets acquired till March 31, 2016
including financial assets resolved till date.

e) Restructuring Loan disbursed to one borrower amounting to ` 9.95 crore, classified as non- performing asset
in FY 2013-14 is classified as a doubtful asset as on March 31, 2016. A provision of 100%, ` 9.95 crore
(including additional provision of ` 4.97 crore in the current year) has been made on the same.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 87


f) The accounting policies adopted by the Company in preparation and presentation of the financial statements
are in conformity with the applicable prudential norms prescribed by the RBI.

g) The Company has put in place internal audit system, scope of which provides for periodical checks and
review of the assets acquisition procedures and asset reconstruction measures and the matters related
thereto.

h) The capital adequacy ratio is well above fifteen percent of its total risk weighted assets, accordingly the
Company has complied with the capital adequacy norms as prescribed the RBI.

i) Additional disclosure as per RBI Notification No. DBNS.PD (SC/RC). 8/ CGM (ASR) dated April 21, 2010.

Amount in `
Particulars
(face value)
Value of financial assets acquired during the financial year either in its own books or in the books
20,315,911,000
of the trust
Value of financial assets realized during the financial year 9,030,154,725
Value of financial assets outstanding for realization as at the end of the financial year 93,563,420,849
Value of Security Receipts redeemed partly during the financial year 5,757,085,094
Value of Security Receipts redeemed fully during the financial year 331,850,001
Value of Security Receipts pending for redemption as at the end of the financial year 98,204,613,631
Value of Security Receipts which could not be redeemed as a result of non-realization of the
financial asset as per the policy formulated by the Securitization company or Reconstruction Nil
company under Paragraph 7(6)(ii) or 7(6)(iii)
Value of land and/or building acquired in ordinary course of business of reconstruction of assets Nil

j) Additional disclosure as per RBI Notification No. DNBS (PD) CC. No. 41/SCRC/26.03.001/2014-2015 dated August 5, 2014 (for
acquisitions made after August 5, 2014):

i) None of the assets have been acquired at a price higher than the book value (value of assets declared by seller bank in the auction).

ii) None of the assets (i.e. total purchase consideration paid at the trust level) have been disposed of during the financial year at a
discount of more than 20% of its valuation as on the previous year end.

iii) In none of the trusts, the value of the SRs (i.e. Net Asset Value) have declined substantially below the acquisition value.

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 88


Notes
to Financial Statements

2.36 Disclosure in respect of related parties pursuant to Accounting Standard 18:

Enterprise which is able to exercise significant influence


JM Financial Limited

Key managerial personnel


Mr. V. P. Shetty Executive Chairman
Mr. Anil Bhatia - Managing Director and Chief Executive Officer

During the year the following transactions were carried out with the related parties in the ordinary
course of business:

Name of the Related Party Amount in Rupees


2015-16 2014-15
Enterprise which is able to
JM Financial Limited exercise significant
Inter Corporate Deposit taken influence 5,870,000,000 2,150,000,000

Inter Corporate Deposit paid 4,250,000,000 2,150,000,000

Interest on Inter Corporate 61,307,958 70,351,369


Deposits paid
Interest on Inter Corporate 15,490,666 -
Deposits accrued but not due
Borrowing by way of Non- - 700,000,000
Convertible Debentures
Interest on Non-Convertible - 1,495,890
Debentures application money
paid
Interest on Non-Convertible 43,380,822 -
Debentures paid
Interest on Non-Convertible 47,619,178 49,115,068
Debentures accrued but not due
Equity contribution - 283,600,000

Mr. V. P. Shetty Key Managerial Personnel


Remuneration 57,712,287 -

Mr. Anil Bhatia Key Managerial Personnel


Remuneration 54,355,528 47,254,206

JM Financial Asset Reconstruction Company Private Limited Annual Report 2015-16 | 89

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